杭州华星创业通信技术股份有限公司 第一章 总 则 第一条 为规范杭州华星创业通信技术股份有限公司（以下简称"公司"） 内幕信息管理，加强内幕信息保密工作，维护信息披露的公平原则，保护广大投 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》、 《上市公司信息披露管理办法》、《深圳证券交易所创业板股票上市规则》、《深 圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作》、 《上 市公司监管指引第5号-上市公司内幕信息知情人登记管理制度》等有关法律法规， 及《公司章程》、《信息披露管理制度》等规定，结合公司实际情况，制定本制 度。 第二条 公司董事会是内幕信息的管理机构，董事长为内幕信息管理的主要 责任人，董事会秘书作为直接责任人，负责公司内幕信息的保密管理，在相关信 息依法公开披露前负责内幕信息知情人的登记入档和管理事宜。董事会秘书办公 室协助董事会秘书做好公司内幕信息的管理、登记、披露及备案的日常工作。 第三条 公司董事会、董事长、董事会秘书应当接受审计委员会对内幕信息 知情人登记管理制度实施情况的监督。 第四条 未经董事会批准同意，公司任何部门和个人不得向外界泄露、报道、 ...

Core Points - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the rights of the company and non-related shareholders [1][2] - Related party transactions must adhere to relevant laws and regulations, and written agreements must be signed, ensuring clarity and specificity in the terms [1][2] - The company’s controlling shareholders and actual controllers are prohibited from harming the company's interests through related relationships [1][2] Related Transactions and Parties - Related party transactions include various activities such as asset purchases or sales, financial assistance, guarantees, and management contracts [2] - Related parties encompass both legal entities and natural persons, including those who control the company or hold significant shares [3][4] Avoidance System - Board members with a conflict of interest must abstain from voting on related party transactions, ensuring decisions are made by non-related directors [6][7] - Shareholders with a conflict of interest must also avoid voting on related transactions, and their shares will not count towards the total valid votes [7][8] Procedures and Disclosure - Transactions exceeding 30 million yuan or 5% of the latest audited net assets must be submitted for shareholder approval [15] - Transactions below specified thresholds can be approved by the board, but certain transactions must still be disclosed [16][17] Internal Control - Shareholders and executives must report any changes in related parties to ensure the accuracy of the related party list [25] - The company must conduct thorough due diligence on transaction parties and ensure proper pricing based on sufficient evidence [27][28]

Core Viewpoint - The company has established a system to strengthen and standardize its fund management, aiming to prevent major shareholders and their related parties from occupying company funds, thereby protecting the rights and interests of the company, shareholders, and other stakeholders [1]. Group 1: Fund Management Regulations - The system applies to fund management between the company and its major shareholders, actual controllers, and their related parties, including subsidiaries within the consolidated financial statements [1]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debt repayments [2]. - Major shareholders must exercise their rights in accordance with the law and must not harm the company's interests or the legal rights of public shareholders through fund occupation [2]. Group 2: Prevention Principles - The company must strictly limit fund occupation in operational transactions and cannot provide funds or resources to major shareholders and their related parties through various means [5]. - Specific prohibited actions include lending company funds, providing loans through financial institutions, and repaying debts on behalf of major shareholders [6]. Group 3: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, and all relevant personnel must monitor fund flows to prevent non-operational occupation [9][10]. - A leadership group is established to oversee daily management and ensure compliance with the fund occupation prevention measures [10]. - External auditors must provide special reports on any fund occupation by major shareholders during annual audits [14]. Group 4: Accountability and Penalties - Major shareholders and actual controllers who violate the regulations will bear compensation responsibilities, and relevant personnel will also be held accountable [15]. - The board of directors has the authority to freeze shares held by major shareholders if fund occupation is detected, and must report to regulatory authorities if necessary [17][18]. - Serious violations by directors and senior management will lead to disciplinary actions, including potential criminal liability [16][19]. Group 5: Implementation and Amendments - The system will take effect upon approval by the board of directors and will be subject to interpretation and amendments by the board [21].

杭州华星创业通信技术股份有限公司 第一章 总则 第一条 为规范公司董事、管理人员的产生，优化董事会组成，完善公司治 理结构，根据《中华人民共和国公司法》、《上市公司治理准则》、《杭州华 星创业通信技术股份有限公司章程》（以下简称"《公司章程》"）及其他有 关规定，公司特设立董事会提名、薪酬与考核委员会，并制定本工作细则。 第二条 董事会提名、薪酬与考核委员会是董事会按照股东会决议设立的专 门工作机构，主要负责对公司董事和高管人员的人选依照选择标准和程序进行 选择并提出建议；制定公司董事及高管人员的考核标准并进行考核；负责制 定、审查公司董事及高管人员的薪酬政策与方案，对董事会负责。 第二章 人员组成 第三条 提名、薪酬与考核委员会成员由三名董事组成，其中二名为独立董 事。 第四条 委员会成员应该具备以下条件： （一）熟悉国家有关法律、法规，具有人事管理方面的专业知识，熟悉公 司的经营管理工作； 人力资源管理部门负责具体工作。董事会秘书负责薪酬委员会和董事会之 间的具体协调工作。 第三章 职责权限 第九条 提名、薪酬与考核委员会的主要职责权限： （二）遵守诚信原则，廉洁自律、忠于职守，为维护公司和股东权益，积 ...

Core Points - The document outlines the management system for shares held by directors and senior management of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, aiming to maintain market order and comply with relevant laws and regulations [1][2]. Group 1: General Provisions - The system applies to all shares held by directors and senior management, including those in credit accounts for margin trading [2]. - Directors and senior management are prohibited from engaging in illegal trading activities, including insider trading and market manipulation [2][3]. Group 2: Restrictions on Share Transfers - Shares held by directors and senior management cannot be transferred under specific conditions, such as within one year of the company's stock listing or within six months after leaving the company [4]. - Additional restrictions apply if the company is under investigation for securities violations or if the individual is under investigation related to the company [4]. Group 3: Trading Blackout Periods - Directors and senior management are prohibited from trading shares during specific blackout periods, including 15 days before the annual and semi-annual reports and five days before quarterly reports [3][4]. Group 4: Reporting and Disclosure - Directors and senior management must report their shareholdings and any changes to the Shenzhen Stock Exchange and ensure the accuracy and timeliness of the information [6][9]. - Any trading plans must be submitted in writing to the board of directors for confirmation before execution [8]. Group 5: Accountability and Penalties - Violations of the management system may result in disciplinary actions, including potential removal from positions and recovery of profits from illegal trades [14][15]. - The company is responsible for reporting any illegal trading activities to regulatory authorities [15].

General Overview - The document outlines the compensation and assessment management system for senior management personnel at Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, aiming to enhance operational management and motivate senior management [1][2]. Objectives - The primary goals include ensuring the achievement of annual operational targets and promoting long-term sustainable growth for the company [1]. Scope of Application - The system applies to senior management personnel, including the General Manager, Deputy General Managers, Board Secretary, and Financial Officer [1]. Compensation Structure - Senior management compensation consists of a base salary and performance-based pay, with performance pay linked to company performance [3]. - Base salary is determined based on industry standards and inflation, with specific figures provided for different positions [3]. - Performance pay is calculated based on the completion of operational goals, using a coefficient system [3]. Payment and Management - Base salaries are generally paid monthly, while performance pay is subject to approval by the Nomination, Compensation, and Assessment Committee [4]. - All compensation is pre-tax, with the company responsible for withholding necessary taxes and contributions [4]. Annual Assessment Goals - At the beginning of each year, management proposes operational assessment goals, which are reviewed and approved by the Board [4]. - The General Manager is responsible for breaking down these goals and signing responsibility agreements with other senior management [4]. Accountability Mechanism - The company has strict measures to withhold or cancel performance pay for senior management in cases of significant operational failures or violations of regulations [5][6]. - Poor performance evaluations may lead to non-payment of performance bonuses and potential termination of employment [6]. Other Provisions - The document stipulates adherence to national laws and regulations, with provisions for amendments in case of conflicts with future legal changes [6].

General Principles - The company establishes management systems for its subsidiaries to promote healthy development and optimize resource allocation [1] - The company holds controlling stakes in subsidiaries, defined as owning more than 50% of shares or having significant influence through agreements [1][2] - The relationship between the company and its subsidiaries is one of equal legal entities, with the company exercising shareholder rights based on its equity stake [1] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholders' meeting to establish its articles of association and appoint key personnel [2] - Directors, supervisors, and senior management of subsidiaries must adhere to legal obligations and protect the company's interests [3][4] - Annual performance reports are required from subsidiary management, with potential replacement for non-compliance over two consecutive years [4] Financial Management - The company supervises subsidiaries regarding investment scale, asset structure, and financial performance [6][7] - Subsidiaries must maintain accurate accounting records and are prohibited from creating unauthorized financial accounts [6] - Monthly financial reports are required from subsidiaries, along with annual reports and budget proposals [7] Operational Decision-Making - Subsidiaries must align their operational plans with the company's overall strategy and seek approval for annual budgets and production plans [8] - Investment projects must follow a structured decision-making process, including feasibility studies and evaluations [8][9] - Significant transactions must be submitted for approval according to the company's articles of association [9] Information Management - Subsidiaries are required to disclose information accurately and promptly to the company [10] - The subsidiary's chairman is responsible for information disclosure and must report to the company's board secretary [10] Auditing and Evaluation - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [11] - Auditors from the company must collaborate with subsidiary management during audits [11]

Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, ensuring compliance with relevant laws and company bylaws [1][23] - It specifies the procedures for convening annual and extraordinary shareholders' meetings, including timelines and conditions under which extraordinary meetings can be called [4][5] - The document emphasizes the importance of legal opinions on the validity of meeting procedures, participant qualifications, and voting results [3][6] Group 1: Shareholders' Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [4] - Extraordinary meetings can be called under specific circumstances, such as when the number of directors is insufficient or when shareholders holding more than 10% of shares request it [4][5] - If the company fails to convene a meeting within the stipulated time, it must report to the local securities regulatory authority and the Shenzhen Stock Exchange [2] Group 2: Legal Compliance and Responsibilities - The board of directors is responsible for ensuring that meetings are convened in accordance with laws and regulations [1][3] - Independent directors can propose extraordinary meetings, and the board must respond within ten days of receiving such proposals [6][7] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [3][6] Group 3: Proposals and Notifications - Shareholders holding more than 1% of shares can submit temporary proposals at least ten days before the meeting [13] - Notifications for annual meetings must be sent at least 20 days in advance, while notifications for extraordinary meetings must be sent at least 15 days in advance [15][16] - The notification must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [16][17] Group 4: Voting and Decision-Making - Shareholders can vote in person or by proxy, and each share carries one vote [20][21] - Decisions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [42][43] - The results of the voting must be announced promptly, and detailed records of the meeting must be maintained for at least ten years [18][19]

Core Viewpoint - The company has established a system to enhance the quality and transparency of annual report information disclosure, ensuring accountability for those responsible for the disclosures [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and increase the accountability of individuals responsible for annual report disclosures [1]. - It applies to board members, senior management, shareholders holding more than 5%, and relevant internal personnel involved in the annual report data provision [1]. - The principles of the system include objectivity, accountability, and the correlation between rights and responsibilities [1]. Group 2: Responsibility Identification and Accountability - Specific circumstances warranting accountability include violations of laws and regulations leading to significant errors in annual report disclosures [2]. - Severe consequences apply for actions that are malicious or obstructive during investigations [2]. - Mitigating factors for reduced penalties include preventing adverse outcomes and correcting mistakes proactively [3]. Group 3: Accountability Procedures - The company will implement various forms of accountability, including corrective actions, financial penalties, and potential criminal referrals for severe cases [4]. - The results of accountability measures will be incorporated into the annual performance evaluations of relevant departments and personnel [4].

Core Points - The document outlines the procedures and responsibilities of the independent directors of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd. to ensure effective governance and decision-making [1][2][3] Group 1: General Provisions - The independent directors' special meeting is defined as a meeting attended solely by independent directors to fulfill their responsibilities [1] - Independent directors are required to act in the best interests of the company and all shareholders, maintaining objectivity and independence [1] Group 2: Responsibilities and Authority - Specific matters that require approval from the independent directors' special meeting include hiring external consultants, proposing temporary shareholder meetings, and disclosing related party transactions [2] - The independent directors' special meeting can be convened in various formats, including in-person, video, or telephonic meetings [2] Group 3: Meeting Procedures - Meetings must be convened with at least half of the independent directors present, and decisions require a majority vote [4][5] - Independent directors must express their opinions clearly during meetings, including any dissenting views, which should be documented [5] Group 4: Record Keeping and Confidentiality - Detailed meeting records must be maintained, including attendance, agenda, and voting results, and must be signed by attendees [5] - All independent directors have a confidentiality obligation regarding the information discussed in meetings [5] Group 5: Implementation and Amendments - The working rules take effect upon approval by the board of directors and will be amended as necessary [6] - Any matters not covered by these rules will be governed by relevant national laws and regulations [6]