Core Viewpoint - The internal audit system of Guangdong Vanward New Electric Co., Ltd. aims to enhance self-restraint, improve internal control, and ensure the legality and scientific decision-making of the company's governance bodies [2][3]. Group 1: General Principles - The internal audit is designed to independently supervise and evaluate all aspects of the company's management to ensure compliance with policies and procedures [2][3]. - The internal audit department operates independently and is not subject to interference from other departments or individuals [2][3]. Group 2: Internal Audit Department and Personnel - The company has established an internal audit department responsible for overseeing the integrity and effectiveness of internal control systems and the authenticity of financial information [5][6]. - The internal audit department must have at least three dedicated personnel with high professional standards in auditing and finance [5][6]. Group 3: Responsibilities of the Internal Audit Department - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems across all internal institutions and subsidiaries [9][10]. - The department must report any significant issues or clues directly to the audit committee [9][10]. Group 4: Audit Procedures - The internal audit department must prepare annual and quarterly audit plans and submit them to the board of directors and the audit committee [22][23]. - Audit reports must be submitted to the audit committee for approval, and the department must ensure that the audited departments act on the audit conclusions [26][28]. Group 5: Information Disclosure - The internal audit department is responsible for organizing the evaluation of internal controls and must issue an annual internal control evaluation report [30][31]. - The board of directors must review the internal control evaluation report during the annual report review [31][32]. Group 6: Rewards and Penalties - The company will recognize and reward significant achievements by the internal audit department and personnel [33]. - Disciplinary actions will be taken against internal audit personnel for violations such as leaking confidential information or abusing power [34][35].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information provided to stakeholders [2][4]. Group 1: Purpose and Scope - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [2]. - It applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report disclosures [2][3]. Group 2: Definition of Major Errors - Major errors in annual report disclosures include significant accounting errors in financial reports, substantial omissions or mistakes in disclosures, and discrepancies between performance forecasts and actual results [3]. - Specific examples of major errors include violations of accounting laws, significant discrepancies in financial data, and failure to provide reasonable explanations for performance differences [3][8]. Group 3: Accountability Principles - The accountability system follows principles of objectivity, fairness, and proportionality between fault and responsibility [4]. - The company secretary is responsible for collecting and summarizing materials related to accountability and proposing handling plans for board approval [4]. Group 4: Recognition and Handling of Errors - Major accounting errors are defined as those that could significantly affect users' judgments regarding the company's financial status, with specific thresholds for asset, liability, revenue, and profit discrepancies [5][6]. - The company must engage a qualified accounting firm to audit any corrections to previously published financial reports [6]. Group 5: Consequences of Errors - Individuals responsible for significant errors may face various penalties, including corrective orders, public criticism, demotion, or termination of employment [11]. - The results of accountability measures will be included as a key performance indicator in the annual evaluations of relevant departments and personnel [11].

General Principles - The purpose of the insider information management system is to standardize the management of insider information, enhance confidentiality, and ensure fair information disclosure in accordance with relevant laws and regulations [2][3][11] - The Board of Directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information personnel records, with the Chairman of the Board being the primary responsible person [2][3] Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [3][4] - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, losses, changes in external conditions, and other critical events affecting the company [3][4][5] Insider Information Personnel - Insider information personnel include company directors, senior management, shareholders holding more than 5% of shares, and other individuals who can access insider information due to their roles [4][5][6] - The list of insider information personnel must be accurately recorded and confirmed, including details about when and how they accessed the information [5][6] Registration and Management of Insider Information Personnel - The company must maintain a detailed record of insider information personnel, including the timing, location, and manner of their access to insider information [5][6][7] - Relevant parties involved in significant transactions must also complete insider information personnel registration and submit it to the securities department for record-keeping [6][7][8] Confidentiality Management and Accountability - Insider information personnel are obligated to keep insider information confidential and are prohibited from disclosing or using it for trading purposes before it is publicly disclosed [9][10] - The company must take necessary measures to limit the number of individuals who are aware of insider information and ensure that any disclosures to major shareholders or other parties are documented and agreed upon [10][11] Compliance and Enforcement - The company is responsible for self-examination and punishment of any violations of the insider information management system, and must report the results to regulatory authorities [10][11] - The system will take effect upon approval by the Board of Directors and will be subject to relevant laws and regulations [11][12]

General Principles - The purpose of the external investment management system is to strengthen the management of external investments by the company and its subsidiaries, standardize investment behavior, and protect the legal rights of the company and its shareholders [1] - External investments must comply with national laws and regulations, aiming for better economic benefits while adhering to principles such as alignment with national industrial policies and the company's business objectives [1][3] Types of External Investments - External investments include various forms such as equity investments, securities investments, derivatives trading, entrusted financial management, entrusted loans, and investments in subsidiaries [3] - Securities investments encompass activities like new share subscriptions, stock repurchases, and bond investments, while derivatives include futures, swaps, and options [3][4] Investment Decision-Making Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, chairman, and president, each with specific authority [5] - The president is responsible for collecting information, evaluating new investment projects, and managing approved investment projects [5][6] Approval Authority for External Investments - External investments reaching certain thresholds must be approved by the board of directors and submitted to the shareholders' meeting for approval [7] - Specific thresholds include investments exceeding 50% of the audited annual revenue or net profit, or absolute amounts exceeding 50 million yuan for revenue and 5 million yuan for profit [7][8] Approval Procedures - The company must follow strict procedures for approving external investments, including preparing feasibility reports for board review [10][11] - The board must consider the reliability and objectivity of the feasibility reports before making decisions on external investments [11][12] Related Transactions - Transactions involving related parties must adhere to legal regulations and the company's articles of association, ensuring that related directors abstain from voting [9][11] - Independent directors must approve related transactions and may seek independent financial advisory reports for their judgments [11][12]

General Principles - The company establishes this system to ensure fairness and reasonableness in related party transactions, protecting the interests of all shareholders, especially minority shareholders [1] - The company aims to minimize related party transactions and ensure that any transactions are beneficial to the company, potentially seeking opinions from intermediaries or professional evaluation agencies [1][2] - Related party transactions must adhere to principles of openness, fairness, and justice, with pricing primarily based on market principles [1] Definition of Related Party Transactions - Related party transactions include the transfer of resources or obligations between the company and its related parties, covering various activities such as asset purchases, financial support, and service provision [2][3] Related Parties and Relationships - Related parties include both legal entities and natural persons, with specific criteria for identifying related legal entities and individuals [3][4] - The company must report any related party relationships to the Shenzhen Stock Exchange [4] Decision-Making Procedures for Related Party Transactions - Proposed related party transactions must be reported to the executive office and the board of directors for approval [4][5] - Transactions exceeding certain thresholds must be disclosed and submitted for shareholder approval, with specific monetary limits set for different types of transactions [5][6] Disclosure Requirements - The company must disclose related party transactions according to regulatory requirements, including details about the transaction parties, pricing, and any necessary approvals [12][13] - Annual and semi-annual reports must summarize the actual performance of daily related party transactions [11] Special Cases and Exemptions - Certain transactions may be exempt from audit or evaluation requirements, such as daily related party transactions or transactions where pricing is regulated by the state [11][15] - The company must ensure that any financial support provided to related parties complies with specific approval processes [15][16] Implementation and Amendments - This system is effective from the date of board approval and will be amended as necessary [17]

Core Viewpoint - The management system for financial products at Guangdong Vanward New Electric Co., Ltd. aims to regulate investment behavior, ensure the safety of funds and assets, and effectively prevent investment risks while maintaining the legal rights of shareholders and the company [1]. Group 1: General Principles - The financial product management refers to the operation and management of idle funds to enhance fund utilization and increase company revenue, ensuring high safety, good liquidity, and low risk [1]. - The company is prohibited from using raised funds directly or indirectly for financial products, ensuring that such activities do not affect normal production and investment needs [2]. - Financial product transactions must only be conducted with legally qualified financial institutions, and accounts must be established in the company's name [2]. Group 2: Management Structure - The board of directors is responsible for approving financial product investments not exceeding 10% of the latest audited net assets, while larger investments require shareholder approval [2]. - The funds management department is tasked with the practical execution of financial product business, including content review, risk assessment, and monthly accounting [2][3]. - The audit and supervision department is responsible for pre-approval, ongoing supervision, and post-audit of financial product activities, ensuring compliance with approval and operational procedures [3]. Group 3: Implementation Process - The funds management department selects financial products based on the company's financial and cash flow status, submitting necessary approvals to the board or shareholders [4]. - Regular reporting on the profit and loss of financial products is required, and any adverse factors must be promptly communicated to the relevant parties [5]. - Confidentiality measures are in place to protect sensitive information related to financial operations, with strict supervision by the audit department [4]. Group 4: Additional Provisions - The board of directors holds the interpretation rights of the management system, which will be implemented upon approval [5]. - Any conflicts between this system and future laws or regulations will be resolved in favor of the latter, with timely revisions made by the board [5].

General Principles - The risk investment management system aims to standardize risk investment and related information disclosure, prevent investment risks, enhance risk control, and protect the rights and interests of investors and the company [1][2] - Risk investments include securities, real estate, trust products, and other types recognized by the Shenzhen Stock Exchange, excluding fixed-income or guaranteed principal investments [1][2] Risk Investment Principles - Risk investments must comply with national laws and regulations, focus on risk prevention, and be proportionate to the company's asset structure [2] - The funding for risk investments must come from the company's own funds, and the scale of investment should not affect normal operations [2][3] Decision-Making Authority - All risk investments require board approval and must be disclosed in a timely manner [3] - Investments exceeding 50 million yuan must be approved by the shareholders' meeting after board approval [3] Investment Procedures - Securities investments must be conducted through accounts established in the company's name, and investments cannot be made using others' accounts [3][4] - The company is prohibited from making risk investments during specific periods related to the use of raised funds [4] Responsibilities and Management - The company president is the primary responsible person for risk investment management, while the board secretary oversees project operations and disclosures [5] - The finance department manages the funding for risk investments, and the audit department is responsible for auditing and supervising these projects [5] Project Evaluation and Reporting - Prior to investment, the board secretary coordinates evaluations of market prospects, industry growth, and compliance with regulations [6] - Independent directors must provide opinions on the compliance of investment approval processes and internal controls [6] Information Disclosure - The company must adhere to disclosure obligations as per Shenzhen Stock Exchange regulations, including submitting board resolutions and independent opinions within two trading days [7][8] - Annual disclosures are required if securities investments exceed 10% of audited net assets or generate profits exceeding 10% of audited net profits [8] Implementation and Amendments - The risk investment management system is effective upon board approval and will be revised as necessary to comply with national laws and regulations [9]

Core Points - The implementation rules for the Audit Committee of Guangdong Vanward New Electric Co., Ltd. aim to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The Audit Committee is established as a specialized working body of the board, responsible for communication, supervision, and verification of internal and external audits [1][2] Group 1: General Provisions - The Audit Committee is set up to strengthen the governance structure of the company in accordance with relevant laws and regulations [1] - The committee consists of three directors, with at least two being independent directors, and one of them must be a professional in accounting [2] Group 2: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, evaluating internal audits, reviewing financial information, and ensuring the effectiveness of internal controls [3][4] - The committee must approve certain matters by a majority before submitting them to the board, including financial report disclosures and the hiring or dismissal of external auditors [3][4] Group 3: Reporting and Evaluation - The Audit Committee is responsible for establishing a reporting mechanism for complaints regarding the authenticity and accuracy of financial information [4][5] - The committee must review the company's financial reports and provide opinions on their authenticity, focusing on potential fraud or significant misstatements [5][6] Group 4: Meeting Procedures - The Audit Committee holds regular meetings quarterly and can convene temporary meetings as necessary, with specific notification requirements [12][13] - Decisions made in meetings require the presence of at least two-thirds of the committee members and must be approved by a majority [12][13] Group 5: Implementation and Amendments - The implementation rules take effect upon approval by the board and will be amended in accordance with future legal changes or amendments to the company's articles of association [15][15]

Core Points - The establishment of the Strategic and Development Management Committee aims to enhance the governance structure of Guangdong Vanward New Electric Co., Ltd. and improve the professionalism of major decision-making [2][3] - The committee is responsible for researching and providing recommendations on the company's medium to long-term development strategies and significant investment decisions [2][3] Committee Nature and Role - The committee is a specialized body under the board of directors, established with board approval [3] - It serves as an advisory body for the board on major issues related to strategic planning and investment management [3][4] - The committee operates independently within the authority granted by the board and is directly accountable to the board [4] Committee Composition and Appointment - The committee consists of three directors, including two independent directors [3][4] - Members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [3][4] - The term of committee members aligns with that of the directors, and vacancies are filled according to established procedures [3][4] Committee Powers - The committee has the authority to review significant matters such as capital increases, reductions, mergers, divisions, liquidations, and listings of subsidiaries [4][5] - It can hire intermediary organizations for professional opinions as needed, with costs covered by the company [5] Meeting Rules - Meetings must be announced three days in advance and can be conducted in person or through other means [5][6] - A quorum requires the presence of at least two-thirds of the committee members [6] - Decisions require a majority vote from attending members, and meeting records must be accurate and comprehensive [6][7] Implementation and Amendments - The implementation rules take effect upon board resolution approval [7] - Any unresolved matters will follow national laws and the company's articles of association, with necessary amendments reported to the board [7]

广东万和新电气股份有限公司 董事会薪酬与考核委员会实施细则 广东万和新电气股份有限公司董事会薪酬与考核委员会实施细则 第一章 总则 第一条 为完善广东万和新电气股份有限公司（以下简称"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》《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》《广东万和新电气股份有限公司章程》（以 下简称"《公司章程》"）及其它相关法律、法规和规范性文件规定，制定本实 施细则。 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，其中独立董事应占多数。 第四条 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；召集人在委员内选举，并报请董事会批准产生。 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 ...