Core Points - The document outlines the operational guidelines for the president of Electric Light Explosion-proof Technology Co., Ltd, aiming to enhance corporate governance and clarify the responsibilities and powers of the management team [1][2][8] Section Summaries General Provisions - The guidelines are established based on the Company Law of the People's Republic of China and the company's articles of association, ensuring the president effectively fulfills their role and is accountable to the board of directors [1][2] Qualifications and Appointment Procedures - The president must possess rich economic and management knowledge, strong management capabilities, and relevant work experience in enterprise management [2] - Specific disqualifications for the president include lack of civil capacity, criminal convictions related to corruption or economic crimes, and being a debtor listed as untrustworthy [2][3] Powers of the President - The president has the authority to manage daily operations, implement board resolutions, and propose the appointment or dismissal of senior management [3][4] - The president can also decide on investments and expenditures within specified limits, such as fixed asset investments below 1% of the latest audited net assets [3][4] Duties and Responsibilities - The president is responsible for adhering to laws and company regulations, executing board decisions, and reporting to the board regularly [5][6] - The president must ensure the accuracy of reports regarding significant contracts and financial situations, and must consult with employee representatives on matters affecting employee welfare [5][6] President's Office Meetings - The president's office meetings are held monthly to discuss operational matters, with specific procedures for agenda setting and documentation [6][7] - Meeting minutes must be properly archived, and confidentiality must be maintained regarding sensitive discussions [7][8] Miscellaneous Provisions - Any matters not covered by these guidelines will be governed by relevant national laws and the company's articles of association [8]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of disclosures and ensure accountability among responsible personnel [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and increase accountability for annual report disclosures [1]. - It applies to the board of directors, senior management, and other personnel involved in the annual report disclosure process [1]. - The principles of the accountability system include objectivity, fairness, and proportionality between fault and responsibility [1][2]. Group 2: Conditions for Accountability - Responsibility will be pursued in cases of violations of relevant laws and regulations leading to significant errors in disclosures [2]. - Specific conditions include failure to follow internal control procedures, lack of timely communication, and other personal reasons causing significant errors [2][3]. Group 3: Severity of Accountability - More severe penalties will be applied for serious cases caused by subjective factors or interference with the investigation process [3]. - Lighter penalties may be considered if the responsible party takes corrective actions or if the errors are due to unforeseen circumstances [4]. Group 4: Forms and Types of Accountability - The forms of accountability include corrective orders, public criticism, demotion, and financial compensation for losses incurred [5]. - The company reserves the right to impose economic penalties alongside other forms of accountability based on the severity of the incident [5]. Group 5: Implementation and Interpretation - The system will be executed in accordance with national laws and regulations, and the board of directors is responsible for its interpretation and revision [5]. - The system will take effect immediately upon approval by the board of directors [5].

电光防爆科技股份有限公司 董事会秘书工作细则 电光防爆科技股份有限公司 董事会秘书工作细则 第一章 总则 第一条 为进一步明确董事会秘书职责权限，保护投资者合法权益，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》）等法律法规和《电光防爆科技股份有限公司章程》(以 下简称《公司章程》），制定本细则。 第三条 董事会秘书应当具有良好的职业道德和个人品德，具备履行职责 所必需的财务、管理以及法律专业知识，符合《公司章程》规定的任职条件， 并取得证券交易所颁发的董事会秘书资格证书。 第四条 存在以下情形之一的，不得担任公司董事会秘书： 第二条 公司设董事会秘书一名。董事会秘书为公司的高级管理人员，为公 司与深圳证券交易所之间的指定联络人。 董事会秘书应当遵守公司章程，承担高级管理人员的有关法律责任，对公司 负有诚信和勤勉义务，不得利用职权为自己或他人谋取利益。 第二章 董事会秘书的任职资格 （一）根据《公司法》等法律法规及其他有关规定不得担任董事、高级管 理人员的情形； （二）被中国证监会采取不得担任上市公司董事、高级管理人员的证券市 场禁入措施，期限尚未届满； （ ...

Core Points - The document outlines the rules for the shareholders' meeting of the company, ensuring compliance with relevant laws and regulations, and aims to protect shareholders' rights while promoting efficient decision-making [1][2][14] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the law, ensuring shareholders can exercise their rights [1] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2] - If the company cannot hold a meeting within the stipulated time, it must report to the relevant regulatory bodies and announce the reasons [2] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the specified timeframe and must respond to requests from independent directors or shareholders holding more than 10% of shares [6][9] - The audit committee has the authority to propose extraordinary meetings and can convene them if the board fails to respond within ten days [8][9] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be submitted in writing at least ten days before the meeting [13] - The company must notify shareholders of the meeting details, including time, location, and registration date, at least twenty days in advance for annual meetings [15] Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered location and can include both in-person and online voting options [20][21] - All shareholders or their proxies have the right to attend the meeting, and the company cannot refuse entry [23] - The meeting must be presided over by the chairman or a designated representative, ensuring proper order and compliance with the rules [27][28] Group 5: Voting and Resolutions - Voting must be conducted on a per-proposal basis, and shareholders must express their opinions on each proposal [11][12] - The results of the voting must be announced immediately after the meeting, and resolutions must be disclosed promptly [39][40] - The company must implement resolutions regarding dividends or capital increases within two months after the meeting [44]

Core Viewpoint - The company has established a fundraising management system to ensure the proper use of raised funds, aligning with legal regulations and protecting investor interests [1][2]. Group 1: Fundraising Management - The company defines fundraising as capital raised through public and private securities issuance for specific purposes, excluding funds from equity incentive plans [1]. - The board of directors is responsible for creating a detailed plan for the use of raised funds, ensuring compliance with the commitments made in the prospectus [2][3]. - Any changes in the direction of the raised funds must be carefully considered and cannot be made arbitrarily [2]. Group 2: Fund Storage - Raised funds must be stored in a designated special account managed by the board, and cannot be used for non-fundraising purposes [2][3]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [3][4]. Group 3: Fund Usage and Management - The company must use the raised funds according to the planned usage outlined in the issuance application documents [11]. - If a project funded by the raised capital experiences significant changes, the company must reassess its feasibility and disclose the situation in its periodic reports [11][12]. - The company is prohibited from using raised funds for financial investments or for the benefit of related parties [5][11]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and shareholders, and reported to the Shenzhen Stock Exchange [21][22]. - New investment projects must be carefully analyzed for feasibility and profitability before proceeding [22][23]. Group 5: Supervision and Reporting - The accounting department must maintain a ledger of the usage of raised funds, and internal audits must be conducted quarterly [27][28]. - The sponsor is required to conduct on-site inspections of the fund usage at least biannually and report any significant violations to the Shenzhen Stock Exchange [12][14].

Core Viewpoint - The internal audit system of Electric Light Explosion-proof Technology Co., Ltd. aims to standardize internal audit work, clarify responsibilities, and enhance operational efficiency and economic benefits in accordance with relevant laws and regulations [1][2]. Group 1: General Principles - The internal audit is defined as the evaluation and supervision of the company's internal control systems, financial information authenticity, asset quality, operational performance, and the legality and effectiveness of significant economic activities [1]. - The internal audit department is responsible for organizing and conducting audits, ensuring the effectiveness of control systems, verifying financial information, and providing improvement suggestions [2]. Group 2: Internal Audit Organization and Personnel - The internal audit department reports to the board of directors and is supervised by the audit committee [2]. - The internal audit department must maintain independence and not be under the leadership of the finance department [2]. - The head of the internal audit department is a full-time position nominated by the audit committee and appointed by the board of directors [2]. Group 3: Responsibilities and Overall Requirements - The audit committee guides and supervises the internal audit department, reviews work plans and reports quarterly, and coordinates with external audit units [3][4]. - The internal audit department is responsible for evaluating the integrity and effectiveness of internal control systems and auditing financial and economic data for legality and compliance [4]. Group 4: Specific Implementation - The internal audit department must conduct annual evaluations of internal controls and submit reports to the audit committee [5][6]. - Audits should cover all business segments related to financial reporting and information disclosure, including sales, procurement, inventory management, and more [5]. - The internal audit department must maintain work papers and ensure that audit evidence is sufficient, relevant, and reliable [5]. Group 5: Information Disclosure - The audit committee must issue an annual internal control self-assessment report based on the internal audit department's evaluation [11][12]. - If external auditors issue non-standard reports regarding internal control effectiveness, the board must provide specific explanations and measures taken [12][13]. Group 6: Incentives and Penalties - The company should establish mechanisms for evaluating the performance of internal audit personnel and hold them accountable for significant issues [15]. - Violations of internal audit regulations can lead to penalties, including disciplinary actions or termination of employment [15][16].

Core Points - The article outlines the insider information management system of Electric Light Explosion-proof Technology Co., Ltd, aimed at regulating insider information management, enhancing confidentiality, and protecting investors' rights [1][2]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, with the chairman as the main responsible person and the board secretary handling confidentiality and registration of insider information [1][2]. - The securities investment department is tasked with the daily management of insider information, requiring approval from relevant department heads before external reporting [2][3]. - Insider information includes significant changes in business policies, major investments, important contracts, and other events that could materially affect the company's stock price [6][7]. Group 2: Scope of Insider Information and Personnel - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [6][7]. - Insider information personnel include internal and external individuals who can access insider information, such as major shareholders, company executives, and external service providers [7][8]. Group 3: Registration and Documentation - A detailed record of insider personnel must be maintained, including the time, place, and manner of acquiring insider information, with records kept for at least 10 years [8][9]. - For significant corporate actions like mergers or securities issuance, a memorandum documenting the decision-making process and involved personnel must also be created [9][10]. Group 4: Confidentiality and Compliance - All insider personnel are required to maintain confidentiality and are prohibited from leaking information or engaging in insider trading [10][11]. - The company must ensure that any provision of non-public information to major shareholders or insiders is documented and that confidentiality agreements are in place [11][12]. Group 5: Accountability and Training - Violations of the insider information management rules can lead to disciplinary actions, including warnings, demotions, or termination [12][13]. - The company is responsible for educating insider personnel about their rights, obligations, and legal responsibilities regarding insider information [13].

Core Viewpoint - The article outlines the management system for related party transactions of the company, ensuring fairness and transparency in dealings with related parties to protect the interests of the company and non-related shareholders [1][2]. Group 1: General Principles - The company establishes this system to ensure that related party transactions are conducted in accordance with principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1]. - Related party transactions must be documented in written agreements that clearly specify the terms, and the company is required to disclose the establishment, modification, termination, and performance of these agreements [1][2]. Group 2: Definition and Scope of Related Party Transactions - Related party transactions include various activities such as investments, asset purchases, sales, financial assistance, guarantees, leasing, and management of assets and businesses [2][3]. - The company defines related parties as both legal entities and natural persons that have significant control or ownership stakes in the company, including those holding more than 5% of shares [2][3]. Group 3: Approval Procedures - The board of directors must review related party transactions, with related directors abstaining from voting, and decisions require a majority of non-related directors [4][5]. - If the transaction amount exceeds 3 million yuan and represents more than 0.5% of the company's latest audited net assets, it must be approved by the board; amounts exceeding 30 million yuan and 5% require shareholder approval [6][7]. Group 4: Disclosure Requirements - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be disclosed promptly [10][12]. - The company must disclose details of related party transactions, including the parties involved, transaction terms, pricing, and any necessary approvals [27][28]. Group 5: Responsibilities and Compliance - The company’s securities department is responsible for maintaining an updated database of related parties and ensuring compliance with the management system [30]. - Any violations of the system by company personnel may result in accountability and compensation for losses incurred [32][33].

Core Viewpoint - The external guarantee management system of the company aims to protect investors' rights, enhance bank credit and guarantee management, and mitigate operational risks in compliance with relevant laws and regulations. Group 1: General Principles - The system applies to the company and its controlling subsidiaries [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, including forms such as guarantees, mortgages, and pledges [1] - The company must adhere to principles of legality, prudence, mutual benefit, and safety in external guarantees [1] Group 2: Authorization and Approval - Guarantees exceeding 10% of the latest audited net assets require board approval and subsequent shareholder meeting approval [2] - Total guarantees exceeding 50% of the latest audited net assets or 30% of total assets also require shareholder approval [2] - Guarantees for shareholders, actual controllers, or related parties must be approved by other shareholders without participation from interested parties [3] Group 3: Risk Management - The company must take necessary measures such as counter-guarantees to prevent risks, ensuring the counter-guarantee provider has the capacity to bear the responsibility [2] - The finance department is responsible for conducting credit investigations and evaluations of the guaranteed entities [13] - The company must continuously monitor the financial status and debt repayment ability of the guaranteed parties [16] Group 4: Conditions for Guaranteed Parties - Guaranteed parties must meet specific criteria, including good credit, strong capital strength, and a debt-to-asset ratio not exceeding 70% [18] - The company must analyze the credit status of the debtor before providing guarantees [19] Group 5: Information Disclosure - The company must fulfill information disclosure obligations according to relevant regulations and company articles [25] - Guarantees provided by subsidiaries must be disclosed after the subsidiaries complete their approval procedures [26] Group 6: Legal Responsibilities - All directors must strictly review external guarantee matters according to the management system and bear joint liability for any losses caused by violations [30] - Any unauthorized signing of guarantee contracts by relevant personnel will lead to accountability for the resulting losses [31]

General Principles - The company establishes the Audit Committee to enhance the decision-making function of the Board and improve the internal control system, ensuring effective supervision of the management by the Board [1] - The Audit Committee is a specialized working body set up by the Board according to the shareholders' resolution, primarily responsible for communication, supervision, and verification of internal and external audits [1] Composition of the Committee - Members of the Audit Committee must be directors who do not hold senior management positions, with independent directors making up more than half, and at least one independent director must be a professional accountant [2] - The committee members are nominated by the Chairman or the Nomination Committee and elected by a majority of the Board [2] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating internal and external audits, proposing the appointment or replacement of external audit firms, and reviewing financial information and disclosures [3][4] - The committee is responsible for guiding and supervising the establishment and implementation of internal audit systems, reviewing annual internal audit plans, and reporting on the progress and quality of internal audits to the Board [2][3] Decision-Making Procedures - The Audit Department is directly led by the Audit Committee and is responsible for preparing written materials related to the committee's decisions, including financial reports and audit reports [4] - The committee must hold meetings at least quarterly, with a two-thirds attendance required for decisions to be valid, and decisions must be approved by a majority of the members [5] Meeting Rules - Meetings can be regular or temporary, and members must be notified at least seven days in advance [5] - The committee can invite external professionals for advice if necessary, with costs covered by the company [5][6] Supplementary Provisions - Any matters not covered by these rules will follow relevant national laws and regulations, and the rules will be revised as necessary [6] - The rules will take effect after being approved by the Board and the shareholders' meeting, with provisions related to stock listing to be implemented post-listing [6]