烟台中宠食品股份有限公司 第一章 总 则 第一条 为规范烟台中宠食品股份有限公司（以下简称"公司"）的对外投资行为， 提高投资效益，规避投资所带来的风险，有效、合理的使用资金，使资金的时间价值最 大化，依照《中华人民共和国公司法》、 《深圳证券交易所股票上市规则》 （以下简称《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》 （以下简称《规范运作》）等其他国家法律、法规的相关规定，结合《烟台中宠食品股 份有限公司章程》（以下简称"《公司章程》"）等公司制度，制定本制度。 第二条 本制度所称的对外投资是指公司为获取未来收益而将一定数量的货币资金、 股权以及经评估后的实物或无形资产作价出资，对外进行各种形式的投资活动。 （三）参股其他境内、外独立法人实体； （四）经营资产出租、委托经营或与他人共同经营。 第四条 投资管理应遵循的基本原则：符合公司发展战略，合理配置企业资源，促 进要素优化组合，创造良好经济效益。 第五条 本制度适用于公司的一切对外投资行为，公司所属全资子公司、控股子公 司（以下简称"子公司"）应参照本制度制定相应对外投资管理制度。 第二章 对外投资的审批权 ...

Core Points - The document outlines a system for accountability in annual report information disclosure to enhance the quality and transparency of disclosures [1][2] - It specifies the responsibilities of various personnel involved in the disclosure process and the conditions under which accountability will be pursued [2][3] Group 1: General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1] - It applies to the company, its subsidiaries, and key personnel including directors, supervisors, and senior management [1] - The accountability system is triggered by significant economic losses or adverse social impacts due to negligence in disclosure duties [1] Group 2: Conditions for Accountability - Accountability will be pursued if there are violations of laws, regulations, or internal controls leading to significant omissions or errors in disclosures [2][3] - Specific conditions include failure to adhere to legal standards, internal management systems, or providing inaccurate data [2][3] Group 3: Standards for Major Errors - Major accounting errors are defined by thresholds such as 5% of total audited assets or net assets, with a minimum absolute amount of 8 million [3][4] - Other significant errors include failure to disclose major accounting policy changes or significant lawsuits affecting over 10% of net assets [4] Group 4: Performance Forecast Discrepancies - Discrepancies in performance forecasts are identified if the actual results differ significantly from the forecasts, with a threshold of 20% [5][6] - The document outlines specific criteria for determining when discrepancies are considered significant [5][6] Group 5: Accountability Measures - The document details various forms of accountability, including economic penalties and corrective actions for responsible personnel [6][7] - It emphasizes the need for a fair process, allowing individuals to present their case before any penalties are imposed [7][8] Group 6: Implementation and Oversight - The system will be effective upon approval by the company's board and will be subject to regular review and modification as necessary [8]

Core Points - The article outlines the compensation management system for the board of directors and senior management of Yantai Zhongchong Food Co., Ltd, aiming to establish effective incentive and restraint mechanisms to align with the company's strategic goals [1][5] - The compensation system is based on principles such as long-term interests, equity between rights and responsibilities, performance linkage, and competitiveness in the market [1][2] Group 1: Compensation Principles - The long-term interests principle ensures alignment with sustainable development goals, combining short-term and long-term incentives to prevent short-term behavior [1] - The equity principle determines basic salary standards based on job position, performance, and contributions [1] - The performance linkage principle ties annual compensation to individual performance and company operational results [1] - The competitiveness principle focuses on market-based income to attract talent [1] Group 2: Compensation Management Structure - The shareholders' meeting is responsible for reviewing the compensation of directors, while the board of directors reviews the compensation of senior management [2] - The Compensation and Assessment Committee under the board is responsible for formulating and reviewing compensation plans and assessing performance [2] Group 3: Compensation Standards and Distribution - Non-independent directors do not receive compensation, while independent directors receive an annual allowance of 60,000 yuan, paid monthly [3] - Senior management compensation consists of basic salary and performance-based salary, calculated as annual salary = basic salary + performance salary [3][4] - The compensation does not include stock incentive plans or other special bonuses [4] Group 4: Performance and Adjustment - Performance bonuses for directors and senior management are calculated based on actual tenure and performance [4] - The company reserves the right to withhold performance-based salary or allowances under certain circumstances, such as serious violations of company regulations [4] - Compensation adjustments are based on industry salary trends, inflation, company profitability, organizational changes, and individual position changes [5]

Core Points - The company aims to protect the interests of itself and its minority shareholders by establishing a governance structure and election procedures for directors [1][4] - The cumulative voting system allows shareholders to allocate their voting rights in electing multiple directors, enhancing shareholder participation [1][2] - Independent directors will be elected separately from non-independent directors, ensuring compliance with regulatory standards [2][3] Group 1 - The implementation rules for the cumulative voting system are designed to ensure fair and transparent elections for directors [1][2] - Shareholders holding more than 3% of voting shares can propose candidates for non-independent directors, while those holding over 1% can propose independent director candidates [2][3] - The voting process requires shareholders to indicate their shareholdings and the number of votes allocated to each candidate, ensuring accountability [2][3] Group 2 - The election results will be announced by the monitoring personnel, and candidates must receive more than half of the valid votes to be elected [3] - In case of a tie among candidates, the higher-ranked candidates will be elected, and a re-election will occur for those tied [3] - If the required number of directors is not elected after three rounds, the existing directors will remain in office until new candidates are elected [3][4]

Core Viewpoint - The document outlines the financing and external guarantee management procedures of Yantai Zhongchong Food Co., Ltd, aiming to regulate financing activities, control risks, and protect financial security and investor rights [1][2][3]. Financing Management - Financing refers to indirect financing from financial institutions, including various forms such as credit, loans, and guarantees [1]. - The financial department is responsible for managing financing applications and conducting preliminary reviews [2]. - Approval authority for financing is tiered based on the amount relative to the company's audited net assets, with specific limits for the president, chairman, and board of directors [2][3]. External Guarantee Management - External guarantees involve the company providing guarantees for third parties, and the company must analyze the creditworthiness of the guaranteed party [4][5]. - Guarantees require the provision of counter-guarantees from the guaranteed party, ensuring they have the capacity to fulfill the guarantee [5][6]. - Approval for external guarantees also follows a tiered structure, with specific thresholds for board and shareholder approval based on the amount of the guarantee relative to the company's net assets [6][7]. Risk Management - The company must continuously monitor the financial status of guaranteed parties and take necessary actions if their financial condition deteriorates [9][10]. - If a guaranteed debt is not repaid on time, the company must implement remedial measures and may need to pursue recovery from the guaranteed party [10][11]. Information Disclosure - The company is required to disclose financing and guarantee-related information in accordance with relevant laws and regulations [28][29]. Responsibilities - All directors are responsible for reviewing financing and guarantee matters according to the established procedures and may face legal consequences for violations [30][31].

Core Points - The article outlines the regulations and principles governing related party transactions for Yantai Zhongchong Food Co., Ltd, ensuring fairness and transparency in dealings with related parties [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of equality, voluntariness, equivalence, and fairness [1][2] - The company must avoid conflicts of interest by requiring related parties to abstain from voting on relevant matters [1][2][4] Group 2: Definition and Scope - Related parties include both legal entities and natural persons that have a special relationship with the company [2] - The scope of related party transactions encompasses various activities such as asset purchases, financial assistance, and management contracts [2][3][5] Group 3: Pricing and Management - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus methods when necessary [3][6] - The finance department is responsible for tracking market price fluctuations and reporting them to the board [3][6] Group 4: Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by the board and disclosed promptly [4][10] - The company must provide detailed disclosures regarding the nature of the transaction, pricing policies, and the impact on financial conditions [7][10] Group 5: Responsibilities and Compliance - Directors and senior management must declare any related party transactions and ensure that the company's interests are protected [5][11] - The company must maintain records of decisions and resolutions related to related party transactions for a minimum of ten years [14]

Core Viewpoint - The document outlines the procedures and requirements for Yantai Zhongchong Food Co., Ltd. to select and appoint accounting firms, ensuring compliance with relevant laws and regulations while maintaining the quality of audit work and protecting shareholder interests [1][2]. Group 1: General Provisions - The company establishes a system for selecting accounting firms to enhance audit quality and protect shareholder interests, based on various legal frameworks [1]. - The selection of accounting firms must be approved by the audit committee, the board of directors, and ultimately the shareholders' meeting [1][2]. Group 2: Conditions for Appointment - Selected accounting firms must possess independent legal status and meet qualifications set by regulatory authorities [2]. - Firms must have a fixed workplace, sound organizational structure, and effective quality control systems [2]. - The firms should be familiar with relevant financial laws and have a good reputation and record of professional quality [2]. Group 3: Selection Procedures - The audit committee is responsible for proposing the appointment of accounting firms and overseeing the audit process [2][3]. - The selection process includes competitive negotiations, public bidding, and other methods to ensure fairness [4][5]. - The company must disclose selection documents publicly, including evaluation criteria and scoring standards [5]. Group 4: Evaluation Criteria - Evaluation factors for accounting firms include audit fees, qualifications, professional records, quality management, and resource allocation [6]. - Quality management must be weighted at no less than 40% in the evaluation, while audit fees should not exceed 15% [6][12]. Group 5: Supervision and Reappointment - The audit committee must monitor the performance of the appointed accounting firms and report annually to the board [9]. - If the audit firm fails to meet quality standards or engages in misconduct, the company may terminate the appointment [9][10]. - The company can reappoint the same audit firm without a new selection process if the audit committee provides a positive evaluation [10][11]. Group 6: Information Security - The company must enhance information security awareness and ensure compliance with relevant laws during the selection process [15]. - Contracts with accounting firms should include clauses on information security responsibilities [15]. Group 7: Final Provisions - The document will take effect upon approval by the shareholders' meeting and will be subject to revision by the board of directors [26][28].

Core Points - The company aims to enhance its governance structure, standardize operations, improve internal audit quality, and protect investor rights through the establishment of internal audit regulations [1][2][3] - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls and risk management, as well as the authenticity and completeness of financial information [1][2] - The board of directors is responsible for the establishment and effective implementation of internal control systems, ensuring the accuracy and completeness of related disclosures [2][3] Internal Audit Structure - The company has established an audit committee under the board of directors, which consists of directors, with a majority being independent directors [2][3] - An internal audit department is set up to oversee the internal audit activities, reporting directly to the audit committee [2][3] - Internal audit personnel must possess the necessary professional knowledge and skills to perform their duties effectively [3] Responsibilities and Authority - The audit committee is tasked with guiding and supervising the internal audit system, reviewing annual audit plans, and ensuring effective operation of the internal audit department [4][5] - The internal audit department is responsible for evaluating the integrity and effectiveness of internal controls, auditing financial data, and assisting in establishing anti-fraud mechanisms [4][5] - The internal audit department has the authority to request relevant documents, attend meetings, and investigate issues related to audit matters [5][6] Audit Procedures and Reporting - The internal audit process includes planning, notifying the audited parties, conducting audits, and providing improvement suggestions based on findings [7][8] - The internal audit department must submit an annual audit work plan to the audit committee and report quarterly on audit findings [8][9] - Internal audit evidence must be sufficient, relevant, and reliable, with proper documentation maintained for five years [9][10] Information Disclosure - The company is required to disclose the internal control evaluation report alongside its annual report, ensuring transparency regarding internal control effectiveness [11][12] - The board must approve the internal control evaluation report, which includes a declaration of its authenticity and a summary of any identified deficiencies [12][13] Reward and Punishment Mechanism - The company will reward audit personnel who perform their duties diligently and contribute significantly to the organization [26][27] - Disciplinary actions will be taken against those who obstruct the internal audit process or fail to correct identified issues [27][28]

Core Points - The article outlines the insider information management system of Yantai Zhongchong Food Co., Ltd, aimed at preventing insider trading and ensuring fair information disclosure to protect investors' rights [1][2][3] Group 1: Insider Information Management - The company establishes a system to manage insider information, ensuring confidentiality and compliance with relevant laws and regulations [1][2] - The board of directors is responsible for verifying the accuracy of insider information and maintaining a complete and timely insider information registry [2][3] - The securities department is designated as the sole information disclosure entity, requiring board approval for any external disclosure of insider information [2][3] Group 2: Responsibilities of Insider Information Holders - All directors, senior management, and relevant personnel must maintain confidentiality regarding insider information and cooperate with the board secretary in registering insider information holders [3][4] - Insider information holders are prohibited from disclosing or trading based on insider information before it is legally disclosed [3][4] Group 3: Definition and Scope of Insider Information - Insider information includes significant changes in business operations, major investments, important contracts, and undisclosed financial results that could impact stock prices [5][6] - Individuals who can access insider information include directors, senior management, major shareholders, and relevant personnel from affiliated companies [5][6] Group 4: Registration and Documentation - The company must promptly register individuals who are aware of insider information, including their personal details and the context of their knowledge [7][8] - A detailed record of the insider information holders must be maintained, including the timeline and nature of the information [7][8] Group 5: Compliance and Accountability - The company is required to report any violations of insider information management to regulatory authorities and may impose penalties on responsible individuals [13][14] - Regular training and education on insider information responsibilities are mandated to prevent insider trading [15][16]

烟台中宠食品股份有限公司 第一章 总则 第一条 为进一步完善法人治理结构，提高议事和办事效率，规范烟台中宠食品股 份有限公司（以下简称公司）总经理（总裁，下同）人员的行为，根据《中华人民共和 国公司法》、《上市公司治理准则》等法律、法规、规章和《烟台中宠食品股份有限公 司章程》的有关规定，结合公司实际，制定本细则。 第二条 本细则所称总裁人员，包括总裁、副总裁。本细则规定了公司总裁的责任、 总裁及副总裁的职权及分工、总裁办公会等内容。 第二章 总裁的任职资格和任免程序 第三条 公司设总裁一人，由董事会提名，董事会聘任或解聘。公司设副总裁 2 至 董事可以兼任总裁、副总裁或其它高级管理人员职务，但兼任总裁、副总裁或者其 它高级管理人员职务的董事不得超过公司董事总数的二分之一。 第四条 总裁每届任期三年，可以连聘连任。总裁对董事会负责。 第五条 总裁任职应当具备下列条件： （一）《公司法》第一百七十八条规定情形的人员，被国务院证券监督管理机构确 定为市场禁入者，并且禁入尚未解除的人员，以及被国务院证券监督管理机构或证券交 易所认定不适宜担任上市公司总裁的人员，不得担任本公司的总裁； （二）具有较丰富的经济理论知识 ...