财务负责人管理制度 天虹数科商业股份有限公司 财务负责人管理制度 (2025 年修订） 第一章 总则 第一条 为加强天虹数科商业股份公司（以下简称"公司"）财务负责人的 管理，规范公司财务会计管理工作，充分发挥财务负责人在公司经营管理中的重 要作用，加强财务监督，保证公司各项经济活动的规范运作，依据《中华人民共 和国会计法》（以下简称"《会计法》"）、《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》"）、 《深圳证券交易所股票上市规则》和《公司章程》等有关规定，制定本制度。 第二条 财务负责人是对公司财务、会计活动进行管理和监督的高级管理人 员，对公司所有财务数据、财务报告的真实性、合法性、完整性向总经理、董事 会负责，接受审计委员会的监督。 第五条 财务负责人及会计机构负责人必须严格遵守国家有关法律、法规和 制度的规定，认真履行职责，切实维护公司及全体股东的利益。 财务负责人管理制度 第二章 任职资格 第六条 公司设财务负责人（总会计师）一名，由总经理提名，董事会提名 委员会核查任职资格，经董事会审议决定聘任或解聘。财务负责人任期与同届董 事会任期相一致， ...

General Principles - The independent director system aims to enhance the corporate governance structure of Tianhong Digital Commerce Co., Ltd. and protect the interests of all shareholders, especially minority shareholders [1][2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] Qualifications and Appointment - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their duties [2] - The proportion of independent directors on the board must be at least one-third, including at least one accounting professional [2] - Candidates for independent directors must maintain independence and cannot be related to major shareholders or have significant business dealings with the company [2][3] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20] - They have the authority to independently hire intermediaries for audits or consultations and can propose meetings to address significant issues [20][21] Performance and Reporting - Independent directors must submit an annual report detailing their attendance at meetings, participation in committees, and communication with shareholders [15][18] - They are required to maintain detailed records of their activities and ensure transparency in their operations [14][19] Support and Resources - The company must provide necessary working conditions and support for independent directors to perform their duties effectively [34][35] - Independent directors should have equal access to information and resources as other board members to facilitate their roles [35][36]

Core Points - The article outlines the risk investment management system of Tianhong Digital Commerce Co., Ltd, emphasizing the need for risk control and investor protection [1][2] - The system is based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shenzhen Stock Exchange listing rules [1] - The company is prohibited from using raised funds for risk investments and must use its own funds [2][3] Section Summaries General Principles - The risk investment includes various forms such as stocks, funds, futures, and real estate investments [1] - The company must ensure that risk investments do not affect its normal operations [1] Decision-Making Authority - Approval for risk investments must be obtained from the shareholders' meeting, especially for investments exceeding 100 million RMB or 5% of the latest audited net assets [2][3] Management Responsibilities - The chairman of the board is the primary responsible person for risk investment management, while the general manager handles the operation and disposal of risk investment projects [5][6] - The finance department is responsible for managing the funds related to risk investments [6] Internal Approval Process - A thorough evaluation of potential investment projects is required, including market prospects and compliance with relevant policies [7] - The chairman submits investment proposals to the board or shareholders' meeting for approval [7] Disposal Process - The investment department must analyze and report on the disposal of risk investment projects, which must also be approved by the board or shareholders' meeting [8] Information Disclosure - The company must comply with the Shenzhen Stock Exchange's requirements for timely information disclosure regarding risk investments [8][10] - Specific disclosures are required within two trading days after the board's decision on risk investments [10] Accountability - Individuals with insider information are obligated to maintain confidentiality, and violations may lead to disciplinary actions or legal consequences [11][12] - The board is responsible for amending and interpreting the risk investment management system [12]

Core Points - The document outlines the annual work regulations for the Audit Committee of Tianhong Digital Commerce Co., Ltd, aimed at enhancing corporate governance and internal control [2][3] - The regulations emphasize the importance of the Audit Committee's role in supervising the preparation and disclosure of the annual report to improve information disclosure quality and protect shareholders' rights, especially for minority shareholders [3] Section Summaries General Principles - The purpose of the regulations is to strengthen the company's governance, improve internal control, and ensure the Audit Committee effectively supervises the annual report preparation and disclosure [3] - Audit Committee members are required to diligently fulfill their responsibilities in accordance with relevant laws and regulations [3] Work Regulations - Prior to the annual audit, the Audit Committee must communicate with the auditing firm regarding the audit plan, team composition, risk assessment, and key audit focus areas [3][4] - After the fiscal year ends, the management must report to the Audit Committee on the company's operational status and significant events [4] - The Audit Committee should coordinate with the auditing firm to ensure timely submission of the audit report while maintaining audit quality [6] - Following the annual audit, the Audit Committee votes on the financial audit report and submits it to the Board for review, along with a report on the auditing firm's performance [7] - The Audit Committee must pay special attention to any changes in the auditing firm and evaluate the quality of both the previous and new firms before making a decision [7] - The company secretary is responsible for facilitating communication between the Audit Committee, the auditing firm, and the management [9] - During the annual report preparation, Audit Committee members and related personnel are obligated to maintain confidentiality and prevent insider trading [10][11] Supplementary Provisions - Any matters not covered by these regulations or conflicting with future laws or the company's articles of association will be governed by relevant laws and regulations [9] - The Board is responsible for revising and interpreting these regulations, which take effect upon approval [9]

General Principles - The company establishes the Board Secretary Work System to enhance its corporate governance structure in accordance with relevant laws and regulations [1] - The Board Secretary is a senior management position responsible for the company and the board, with duties defined by the Company Law and Shenzhen Stock Exchange regulations [1] Qualifications - The Board Secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - A Board Secretary must obtain a qualification certificate or training proof from the Shenzhen Stock Exchange before being appointed [2] Prohibitions - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission (CSRC) or public reprimands from the stock exchange, cannot serve as Board Secretary [2] Responsibilities - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, organizing board and shareholder meetings, and ensuring compliance with disclosure regulations [2] - The Secretary must also maintain confidentiality of sensitive information and report any significant leaks to the Shenzhen Stock Exchange [2] Rights - The Board Secretary has the right to participate in important decision-making meetings, access financial and operational information, and request necessary documents from relevant departments [4] Obligations - The Board Secretary must adhere to laws and regulations, assist in corporate governance, maintain company secrets, and continuously improve professional skills [4] Appointment and Dismissal Procedures - The Board Secretary is nominated by the Chairman and appointed or dismissed by the board [5] - If the Board Secretary resigns or is dismissed, the company must appoint a new Secretary within three months and report the reasons for dismissal to the Shenzhen Stock Exchange [5] Interim Measures - During the vacancy of the Board Secretary, a designated director or senior manager will temporarily assume the responsibilities, and the Chairman will take over if the vacancy exceeds three months [6][7] Amendments - The Board is responsible for revising and interpreting this system, which will take effect upon approval [7]

董事会薪酬与考核委员会工作细则 天虹数科商业股份有限公司 董事会薪酬与考核委员会工作细则 （2025年修订） 第一章 总则 第一条 为进一步完善天虹数科商业股份有限公司（以下简称"公司"）治理 机制，建立健全公司董事及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》、《上市公司治理规则》、《上市公司独立董事管理办法》、 《深圳证券交易所股票上市规则》、《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》、《公司章程》及其他有关规定，公司董事会下 设薪酬与考核委员会，并制定本细则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，依照《公司章程》 和董事会授权履行职责，薪酬与考核委员会的提案应当提交董事会审议决定。 第三条 本细则所称高级管理人员是指公司的总经理、副总经理、总会计师（财 务负责人）、总法律顾问及董事会秘书。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事占三名。 第五条 薪酬与考核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。 第六条 薪酬与考核委员会设主任委员(召集人)一名，在委员 ...

董事会提名委员会工作细则 （2025年修订） 第一章 总则 第一条 为进一步完善天虹数科商业股份有限公司（以下简称"公司"）治理 机制，规范公司董事、高级管理人员的选聘工作，根据《中华人民共和国公司法》、 《上市公司治理准则》、《上市公司独立董事管理办法》、《深圳证券交易所股 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》、《公司章程》及其他有关规定，公司董事会下设提名委员会，并制 定本细则。 第二条 提名委员会是董事会设立的专门工作机构，依照《公司章程》和董事 会授权履行职责，提名委员会的提案应当提交董事会审议决定。 第三条 本细则所称高级管理人员是指公司的总经理、副总经理、总会计师（财 务负责人）、总法律顾问及董事会秘书。 第二章 人员组成 第四条 提名委员会成员由五名董事组成，其中独立董事占三名。 董事会提名委员会工作细则 天虹数科商业股份有限公司 第五条 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 分之一以上提名，并由董事会选举产生。 第六条 提名委员会设主任委员(召集人)一名，在委员范围内由独立董事担任 并由董事会选举产生。 第七条 提名委员会 ...

General Principles - The cash management system aims to strengthen and standardize cash management operations, ensuring the safety of funds and assets while effectively preventing investment risks and protecting the legal rights of shareholders and the company [1] - Cash management refers to the investment of idle funds in principal-protected cash management products with a maximum investment period of three years [1][2] - The company is required to use idle funds for cash management without affecting normal business operations or investment needs [2] Approval Authority and Management Structure - The company must reasonably estimate the investment limits and durations for cash management products for the next twelve months and submit them for board approval [2][3] - If the cash management product limit exceeds 50% of the latest audited net assets or exceeds 50 million RMB, it must also be submitted for shareholder meeting approval [2] Implementation Process - The finance department is responsible for proposing cash management limits, auditing product content, risk assessment, and selecting financial institutions [3][4] - A qualified professional cash management institution must be selected as the trustee, with a written contract detailing the investment amount, duration, and responsibilities [4] Information Isolation Measures - Company staff and financial institution personnel must adhere to confidentiality protocols, prohibiting the disclosure of cash management product plans, transaction details, and financial statuses without permission [4][5] - The roles of applicants, reviewers, approvers, and fund managers must be independent, with oversight from the company's discipline and audit department [5] Supplementary Provisions - Any matters not covered by this system or conflicting with future laws, regulations, or the company's articles of association will be governed by the relevant legal provisions [5] - The board of directors is responsible for revising and interpreting this system, which will take effect upon board approval [5]

Core Points - The company aims to enhance communication with investors and potential investors to maximize corporate value and shareholder interests [2][3] - The investor relations management system is established in compliance with relevant laws and regulations, ensuring transparency and fairness in communication [3][4] - The company emphasizes the importance of protecting investor rights and providing equal opportunities for all investors, especially small and medium-sized investors [3][5] Group 1: Principles of Investor Relations Management - The basic principles include compliance, equality, proactivity, and honesty [3] - The company must not disclose any undisclosed significant information during investor relations activities [4] - The investor relations management activities should be based on publicly disclosed information [4][5] Group 2: Management Structure - The board secretary is responsible for coordinating investor relations management activities [5][6] - The capital operation department assists in investor relations management, ensuring collaboration across various departments [6][7] - Personnel involved in investor relations must possess good character, professional knowledge, and communication skills [9] Group 3: Content and Methods of Investor Relations Management - Communication with investors includes company development strategies, legal disclosures, operational management information, and risk factors [8][11] - The company utilizes various channels such as the official website, new media platforms, and investor meetings to facilitate communication [12][13] - Investor meetings and explanations must be organized in a way that allows for broad participation, especially from small shareholders [17][19] Group 4: Documentation and Record-Keeping - The company is required to maintain comprehensive records of investor relations activities, including participant details and communication content [28][29] - Any significant information disclosed during investor relations activities must be documented and reported if necessary [11][28] - The company must ensure that all communications are accurate, complete, and do not mislead investors [13][14]

Core Viewpoint - The document outlines a set of regulations aimed at preventing major shareholders and related parties from misappropriating company funds, ensuring the protection of the company's and shareholders' rights [2][3]. Group 1: General Principles - The regulations are established to strengthen and standardize the fund management of Tianhong Digital Commercial Co., Ltd., preventing the misappropriation of funds by major shareholders and related parties [2]. - The regulations apply to major shareholders, actual controllers, and related parties in terms of fund management [2]. - Misappropriation of funds includes both operational and non-operational fund usage [3]. Group 2: Prevention Principles - The company must strictly prevent fund misappropriation during operational transactions with major shareholders and related parties [5]. - The company is prohibited from providing funds directly or indirectly to major shareholders and related parties through various means, including covering expenses or making loans [6]. Group 3: Measures and Specific Regulations - The board of directors is responsible for managing the prevention of fund misappropriation by major shareholders and related parties [5]. - A leadership group is established to oversee daily management and supervision of fund misappropriation prevention [6]. - The general manager is responsible for daily fund management, with the chief accountant assisting in monitoring transactions with major shareholders and related parties [6]. Group 4: Accountability and Penalties - Major shareholders and actual controllers who violate these regulations and cause losses to the company must bear compensation responsibilities [7]. - The board of directors and the leadership group members are obligated to maintain the integrity of company funds and will face penalties for facilitating or condoning misappropriation [7]. - A mechanism for freezing shares held by major shareholders who misappropriate funds is established, ensuring that funds are returned [7].