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].

亚世光电（集团）股份有限公司 第一章 总 则 第一条 为规范亚世光电（集团）股份有限公司（以下简称"公司"）行为， 保证股东会依法行使职权，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 （五）审计委员会提议召开时； （六）法律、行政法规、规范性文件、部门规章或者《公司章程》规定的其他 情形。 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证券监督管理 委员会（以下简称"中国证监会"）派出机构和深圳证券交易所，说明原因并公告。 《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》、 《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》等法律、法规、规范性文件和《亚世光电（集团） 股份有限公司章程》（以下简称"《公司章程》"）的规定，制订本规则。 第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关规 定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时召集、组织股东会。公司全体董事 应当勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程 ...

亚世光电（集团）股份有限公司 承诺管理制度 （四）履行承诺声明和违反承诺的责任； 第一条 为加强对亚世光电（集团）股份有限公司（以下简称"公司"）及其 相关方的承诺及履行承诺行为的规范性，切实保护公司和投资者的合法权益，根 据《中华人民共和国公司法》、《中华人民共和国证券法》等法律及《亚世光电 （集团）股份有限公司章程》（以下简称"《公司章程》"），结合公司实际情 况，制定本制度。 第二条 本制度所称承诺，是指公司及其实际控制人、股东、关联方、董 事、高级管理人员、收购人、资产交易对方、破产重整投资人等（以下统称"承 诺人"）在首次公开发行股票、再融资、并购重 组、破产重整以及日常经营过程 中作出的解决同业竞争、资产注入、股权激励、解决产权瑕疵等各项承诺事项。 公司应对承诺事项的具体内容、履约方式及时间、履约能力分析、履约风险 及对策、不能履约时的制约措施等方面进行充分的信息披露。 （一）承诺的具体事项； 第三条 承诺人作出的承诺应当明确、具体、可执行，不得承诺根据当时情 况判断明显不可能实现的事项。 （二）履约方式、履约时限、履约能力分析、履约风险及防范对策； （三）履约担保安排，包括担保方、担保方资质、担 ...

第一条 为加强对公司信息披露工作的管理，进一步规范公司的信息披露暂缓与 豁免程序，保护公司及其股东、债权人及其他利益相关人的合法权益，根据《上市公 司信息披露管理办法》、《上市公司信息披露暂缓与豁免管理规定》、《深圳证券交 易所股票上市规则》及《亚世光电（集团）股份有限公司章程》（以下简称"《公司 章程》"）的有关规定，结合公司实际情况，制定本办法。 第二条 公司暂缓、豁免披露临时报告，在定期报告、临时报告中豁免披露中国 证券监督管理委员会和深圳证券交易所规定或者要求披露的内容，适用本办法。 第三条 公司应当真实、准确、完整、及时、公平地披露信息，不得滥用暂缓或 者豁免披露规避信息披露义务、误导投资者，不得实施内幕交易、操纵市场等违法行 为。 亚世光电（集团）股份有限公司 信息披露暂缓与豁免管理办法 第一章 总 则 第二章 信息披露暂缓与豁免的适用情形 第四条 公司有确实充分的证据证明拟披露的信息涉及国家秘密或者其他因披 露可能导致违反国家保密规定、管理要求的事项（以下统称"国家秘密"），依法豁 免披露。 公司有保守国家秘密的义务，不得通过信息披露、投资者互动问答、新闻发布、 接受采访等任何形式泄露国家秘密， ...