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 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]

杭州华星创业通信技术股份有限公司 第一章 总 则 第一条 为适应现代企业制度的要求，促进公司经营管理的制度化、规范化、 科学化，确保公司重大经营决策的正确性、合理性，根据《中华人民共和国公司 法》、《中华人民共和国证券法》、《上市公司治理准则》、《深圳证券交易所 创业板股票上市规则》（以下简称"《创业板上市规则》"）、《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》 （以下简称"《创 业板规范运作》"）等法律法规和《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》）等的规定，特制定董事长工作细则。 第二条 董事长担任公司法定代表人。 第二章 董事长的任免程序 第三条 公司设立董事长一名，董事长由董事会以全体董事的过半数选举产 生。 第四条 董事长的任职资格按照《中华人民共和国公司法》、 《中华人民共和 国证券法》、《创业板规范运作》、《公司章程》的有关规定执行。 第五条 董事长任期三年，任期届满连选可以连任。 第六条 董事长由公司董事会依照法定程序选举或罢免。 第七条 有下列情形之一的，不得担任本公司董事长： （一）无民事行为能力或者限制民事行为能力； （二）因犯有贪 ...

Core Points - The article outlines the governance structure and responsibilities of independent directors in Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, emphasizing the importance of protecting minority shareholders and ensuring independent decision-making [1][2][3] Group 1: Governance Structure - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2] - Independent directors are required to maintain independence and must not have any significant relationships that could impair their judgment [3][4] - The board is mandated to establish committees such as the audit committee, nomination committee, and remuneration committee, with independent directors holding a majority in the audit and nomination committees [2][3] Group 2: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [6][16] - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [17][18] - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors can serve a maximum of six consecutive years, and their appointment must be approved by the shareholders [13][14] - The company must fill any vacancies of independent directors within 60 days if their departure affects the required proportion of independent directors [5][6] - Independent directors must submit annual reports detailing their activities and engagement with shareholders [30][31] Group 4: Support and Resources - The company is required to provide necessary resources and support to independent directors to ensure they can effectively perform their duties [32][33] - Independent directors should have equal access to information as other board members and must be kept informed about the company's operations [34][35] - The company must cover the costs incurred by independent directors when hiring professional services for their duties [36][37]

Core Points - The company has established a system to manage external information users during the preparation, review, and disclosure of regular reports and significant events [1] - The system applies to the company and its wholly-owned and controlling subsidiaries [2] - The company’s board secretary is responsible for overseeing the external information reporting process [2] Information Disclosure Management - The company’s directors and senior management must comply with the information disclosure system and maintain confidentiality during the preparation of regular reports and significant events [2][3] - Information should not be leaked to external parties before public disclosure, including during performance briefings and analyst meetings [2] - External information reporting requires approval from the board secretary or chairman [3] Confidentiality and Insider Trading Prevention - The company must remind external parties receiving undisclosed significant information of their confidentiality obligations [3] - External parties are prohibited from leaking undisclosed significant information or trading the company’s securities based on such information [3][4] - Violations of confidentiality may result in legal action and compensation claims from the company [3][4]

杭州华星创业通信技术股份有限公司 第一章 总 则 第一条 为规范公司募集资金管理，提高募集资金使用效率，根据《中华人 民共和国公司法》、《中华人民共和国证券法》、《上市公司证券发行注册管理 办法》、《上市公司募集资金监管规则》、《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》等相关法律、法规和规范性文件和《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》")的规定，制定本制度。 第二条 公司募集资金管理适用本制度。 第三条 本制度所称募集资金是指公司通过发行股票及其衍生品种，向投 资者募集并用于特定用途的资金，但不包括公司实施股权激励计划募集的资金。 第四条 公司董事会负责健全并确保本制度的有效实施。 募集资金投资项目通过公司的子公司或公司控制的其他企业实施的，公司确 保该子公司或公司控制的其他企业遵守本制度。 第五条 保荐机构及其保荐代表人在持续督导期间对本制度规定的事项履 行保荐职责，对公司募集资金管理的持续督导工作。 第二章 募集资金专户存储 第六条 公司应当在商业银行开设募集资金专项账户（以下简称"专户"）， 该专户不 ...

General Provisions - The company establishes an Audit Committee to enhance the decision-making function of the Board and ensure effective supervision of financial and operational activities [1] - The Audit Committee is a specialized working body of the Board, responsible for overseeing auditing and internal control systems [1] Composition and Personnel - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [2] - The term of the Audit Committee members aligns with their term as directors, and if a member resigns, their committee membership is automatically terminated [2] Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and assessing internal controls [3] - The Audit Committee must report any significant internal control deficiencies or risks to the Board and the Shenzhen Stock Exchange [3][4] Decision-Making Procedures - The Audit Committee meetings can be regular or temporary, with regular meetings held quarterly [4] - A quorum for meetings requires attendance from at least two-thirds of the committee members, and decisions must be approved by a majority [5] Meeting Procedures - Meetings can be conducted in person or via electronic means, and members must maintain confidentiality regarding discussed matters [6] - The committee may invite external professionals for advice, with costs covered by the company [6]