Core Points - The major shareholder, director, and senior executive Lin Xuefeng has reduced his stake in Asia Optical (002952) by 1.6 million shares, which accounts for 0.9856% of the total shares excluding those in the repurchase account [1] - The reduction was executed within a price range of 21.12 to 22.46 yuan per share [1] - Following the reduction, Lin Xuefeng holds 19.28 million shares, representing 11.7318% of the total share capital of the company [1]

Core Points - The company has established a set of regulations to manage the funds raised through stock issuance, ensuring efficiency and protection of shareholder rights [1][2] - The management of raised funds must adhere to principles of transparency, effectiveness, and risk control [1][2] - The company is required to disclose the usage and effectiveness of the raised funds to safeguard investors' rights [2][3] Fund Management - The company must open a special account for the raised funds, ensuring that these funds are not mixed with other funds [7][8] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being in place [8][9] - The company must regularly report the status of fund usage to the underwriter or independent financial advisor [5][6] Fund Usage - The company is required to use the raised funds strictly for the intended purposes as outlined in the issuance documents [12][13] - Any changes in the use of raised funds must be approved by the board of directors and disclosed promptly [28][29] - The company must ensure that the raised funds are not used for financial investments or other non-operational purposes [15][16] Monitoring and Reporting - The internal audit department must conduct regular checks on the usage of raised funds and report findings to the board [38][39] - The company must provide a special report on the management and usage of raised funds at least semi-annually [39][40] - Any significant discrepancies in fund usage compared to the planned investment must be explained and reported [18][19]

Core Points - The company aims to enhance the quality and transparency of annual report disclosures, ensuring the authenticity, accuracy, completeness, and timeliness of information [1][2] - The company has established a system to hold responsible parties accountable for significant errors in annual report disclosures [3][5] - The criteria for identifying significant accounting errors and disclosure mistakes are clearly defined, including specific thresholds for financial metrics [5][7] Group 1: Disclosure Responsibilities - The financial director, accounting personnel, and department heads must strictly adhere to accounting standards and internal control systems to ensure accurate financial reporting [2] - Violations of laws or regulations by key stakeholders during the annual report disclosure process will lead to accountability measures [2][3] Group 2: Error Identification and Handling Procedures - Significant accounting errors are defined as those that could impact users' judgments regarding the company's financial status, with specific thresholds for assets, liabilities, income, and profit [5][6] - The company must correct any significant errors in previously disclosed financial reports according to regulatory guidelines [6][7] Group 3: Accountability Measures - The company will pursue accountability for significant disclosure errors, following principles of objectivity, fairness, and proportionality in assigning responsibility [3][4] - Disciplinary actions for responsible parties may include warnings, corrective orders, and potential termination of employment, with the results affecting annual performance evaluations [8][9]

Core Viewpoint - The document outlines the procedures and requirements for selecting and appointing accounting firms by Asia Optical (Group) Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2][3]. Group 1: Selection Process - The company can adopt various selection methods such as public selection, invited selection, and single selection to ensure a fair and just process [2]. - The selection process involves multiple steps, including the audit committee initiating the selection, preliminary reviews, and final approval by the board and shareholders [2][3]. - The audit committee is responsible for evaluating the qualifications and quality of the accounting firms through various means, including reviewing public information and consulting regulatory bodies [3]. Group 2: Quality Requirements - Selected accounting firms must meet specific criteria, including having independent legal status, a good record of professional quality, and compliance with relevant laws and regulations [1][4]. - The evaluation of accounting firms includes factors such as audit fees, qualifications, past performance, quality management, and risk management capabilities [4]. Group 3: Supervision and Disclosure - The company is required to disclose information regarding the accounting firm's performance, including the audit partner's service duration and audit fees in annual reports [5][6]. - The audit committee must regularly assess the performance of the accounting firm and report to the board [6]. Group 4: Contractual Obligations - The appointed accounting firm must fulfill its obligations as per the business agreement and cannot subcontract the audit work [7]. - If the audit firm fails to meet quality standards or requests to terminate its services, the company must follow a specific process to appoint a new firm [8][9]. Group 5: Penalties and Compliance - The audit committee is tasked with monitoring the selection and audit process, and any violations must be reported to the board for appropriate action [9]. - The company will not renew contracts with accounting firms that fail to meet specified standards or engage in unethical practices [10].

Core Viewpoint - The company aims to enhance its operational standards by establishing clear responsibilities for independent directors in the annual report process, ensuring their supervisory role in the preparation and disclosure of the report [1][2]. Group 1: Responsibilities of Independent Directors - Independent directors are required to diligently fulfill their responsibilities and obligations during the annual report preparation and disclosure process, ensuring the protection of the company's overall interests [1][2]. - They must ensure that all necessary disclosures are made accurately and completely in the annual report [1][2]. - Independent directors are obligated to maintain confidentiality regarding the annual report's content until its official release, preventing insider trading and other violations [2][3]. Group 2: Interaction with Management and Auditors - The management must cooperate with independent directors to provide timely, accurate, and complete information regarding the company's operations and financial status [2]. - Independent directors are to meet with the external auditors after the preliminary audit opinion is issued to understand any issues discovered during the audit process [2][3]. - If independent directors find meeting materials incomplete or insufficient, they can request a postponement of the meeting or the review of the matter [3]. Group 3: Reporting and Accountability - Independent directors must submit an annual performance report to the company's annual shareholders' meeting, detailing their attendance, participation in committees, and communication with minority shareholders [3][4]. - They are required to sign a written confirmation regarding the authenticity, accuracy, and completeness of the annual report, and if there are disagreements, they must provide reasons and disclose their opinions [4]. - Independent directors have the authority to independently hire external audit and consulting firms for specific matters if there are disagreements, with the associated costs borne by the company [4].

Core Points - The company establishes a Compensation and Assessment Committee to enhance its governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee consists of three directors, with a majority being independent directors, and is responsible for setting assessment standards and reviewing compensation policies [4][5] - The committee's decisions must align with relevant laws and regulations, and any compensation proposals must be approved by the board and subsequently by the shareholders [5][9] Group 1 - The Compensation and Assessment Committee is a specialized body under the board, tasked with formulating assessment standards and compensation policies for directors and senior management [1][2] - The committee is chaired by an independent director, who is responsible for convening meetings and ensuring proper governance [2][4] - The committee's term aligns with that of the board, and members can resign but must provide reasons for their resignation [6][8] Group 2 - The committee has the authority to propose compensation for directors and senior management, as well as to suggest changes to incentive plans [4][5] - The board retains the right to reject any compensation proposals that may harm shareholder interests, and must document reasons for not adopting the committee's recommendations [4][5] - Meetings of the committee require a quorum of two-thirds of its members, and decisions are made by majority vote [6][7] Group 3 - The committee can invite other company directors and experts to attend meetings for additional insights, but only committee members have voting rights [7][9] - The committee must maintain confidentiality regarding the matters discussed in meetings and ensure proper documentation of meeting records [9][10] - The rules governing the committee's operations are subject to national laws and the company's articles of association [10][11]

Core Points - The company establishes a system to regulate financial transactions with controlling shareholders, actual controllers, and other related parties to protect investors' rights and prevent fund occupation [1][2][3] - The system defines fund occupation, including both operational and non-operational fund occupation, and outlines the responsibilities of the board and management to ensure financial security [2][3][4] - The company is committed to minimizing related transactions and preventing any form of fund occupation by controlling shareholders and related parties [3][4][5] Financial Transactions Regulation - The company must standardize and minimize related transactions, ensuring that controlling shareholders do not occupy company funds [5][6] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including covering expenses or providing loans [3][4][6] - The board and financial department are responsible for regularly checking and preventing non-operational fund occupation [4][5][6] Payment Procedures - The financial management department must review payment agreements and ensure compliance with the company's governance standards before processing payments [5][6] - All related transactions must be backed by genuine economic contracts, and any inability to fulfill contracts must be documented and resolved through mutual agreement [5][6][7] Supervision and Rectification - The company must maintain detailed records of financial transactions with controlling shareholders and conduct regular audits to identify and rectify any fund occupation issues [6][7][8] - Any funds occupied by controlling shareholders should ideally be repaid in cash, with strict controls on non-cash asset repayments [6][7][8] Legal Responsibilities - The board must take immediate action to mitigate losses caused by fund occupation and hold responsible parties accountable [9][10] - The company is generally prohibited from providing guarantees to controlling shareholders, and all board members must carefully manage associated risks [10][11] - Any violations of the established system will result in administrative and economic penalties for responsible individuals [10][11]

Core Viewpoint - The company has established a comprehensive insider information management system to ensure confidentiality, prevent insider trading, and protect investors' rights in accordance with relevant laws and regulations [1][2][3]. Group 1: Insider Information Management - The company’s board of directors is responsible for timely registration and reporting of insider information personnel, ensuring the accuracy and completeness of the records [2][3]. - The board office serves as the sole information disclosure institution, and no department or individual may disclose insider information without board approval [3][4]. - Insider information is defined as any undisclosed information that could significantly impact the company's operations, finances, or stock price [4][5]. Group 2: Scope of Insider Information - Insider information includes major changes in business policies, significant investments, important contracts, major debts, and other events that could affect the company's financial status or stock price [5][6]. - Individuals classified as insider information personnel include company directors, senior management, major shareholders, and others who may have access to sensitive information [6][7]. Group 3: Registration and Reporting - The company must maintain a detailed record of all individuals who are privy to insider information, including their identification details and the nature of the information they received [5][6]. - Any significant corporate events must be reported to the Shenzhen Stock Exchange, including major asset restructurings and changes in shareholding [6][7]. Group 4: Confidentiality Obligations - Insider information personnel are required to maintain confidentiality and are prohibited from trading based on insider information or disclosing it to others [12][13]. - The company must ensure that the flow of insider information is strictly controlled and that any external disclosures are approved by the board secretary [16][17]. Group 5: Accountability and Compliance - The company reserves the right to hold accountable any insider information personnel who violate confidentiality agreements or engage in insider trading, with potential legal consequences [29][30]. - Regular audits of insider trading activities will be conducted to ensure compliance with regulations and to report any violations to regulatory authorities [31][32].

Core Points - The document outlines the external investment management system of Asia Optical (Group) Co., Ltd, aiming to regulate investment behavior, control risks, and enhance investment efficiency [1][2] - The investment management principles emphasize compliance with national policies, resource allocation, risk prevention, and maximizing shareholder value [1][3] Group 1: Investment Approval Process - The company implements a hierarchical approval system for external investments, requiring decisions from the shareholders' meeting, board of directors, and chairman [3][8] - Specific investment transactions exceeding certain thresholds must be approved by the board and, in some cases, the shareholders' meeting [4][5] - The thresholds for board approval include transactions exceeding 10% of audited annual revenue or net profit, with absolute amounts specified [5][6] Group 2: Organizational Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions [8][9] - The president is responsible for coordinating investment projects and may establish an investment review team for project oversight [9][10] Group 3: Financial Management and Auditing - The finance department is tasked with comprehensive financial management of external investments, ensuring proper accounting practices are followed [28][29] - Annual checks and audits of investment projects are mandated to maintain oversight of financial health and compliance [30][31] Group 4: Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or financial insolvency [33][34] - Investment transfers must be decided by the board or chairman, with a requirement for fair pricing and potential third-party evaluations [36][38] Group 5: Monitoring and Supervision - The investment department is responsible for tracking investment performance and reporting any issues to the president or board [39] - The auditing department conducts oversight of investment activities, focusing on compliance with approval processes and financial integrity [40][41]

Core Viewpoint - The document outlines the regulations and procedures for the management of stock trading by directors and senior management of Asia Optical (Group) Co., Ltd, emphasizing compliance with relevant laws and the importance of transparency in stock transactions [1][2][3]. Group 1: General Provisions - The regulations apply to the stock trading activities of the company's directors and senior management, ensuring adherence to the Company Law and Securities Law [1][2]. - The document specifies that all shares held by directors and senior management, including those in others' accounts, must be reported and managed according to these regulations [2]. Group 2: Reporting and Disclosure Requirements - Directors and senior management must ensure that their disclosures to the Shenzhen Stock Exchange are truthful, accurate, timely, and complete, and they bear legal responsibility for any discrepancies [2][7]. - Personal and family information of directors and senior management must be reported to the Shenzhen Stock Exchange within specified timeframes, including changes in their status or holdings [3][4]. Group 3: Trading Principles and Restrictions - Directors and senior management must notify the board secretary of their trading plans two trading days in advance, allowing for compliance checks against legal and regulatory requirements [4][11]. - There are limits on the amount of shares that can be sold during a specified period, with a maximum of 25% of their holdings allowed to be sold each year [12][16]. Group 4: Prohibited Trading Situations - Certain conditions prohibit directors and senior management from transferring shares, such as within one year of the company's stock listing or within six months after leaving their position [22]. - The document also outlines restrictions related to insider trading and short-term trading violations, emphasizing the need for compliance with the Securities Law [9][22]. Group 5: Penalties and Enforcement - Violations of these regulations may result in the company reclaiming any profits made from improper trading, and severe cases may lead to disciplinary actions against the responsible individuals [12][28]. - The company is responsible for managing and reporting any changes in shareholdings by directors and senior management, ensuring compliance with the established rules [11][12].