Core Points - The company has established an insider information management system to enhance confidentiality and protect investors' rights [1][2] - The system outlines the responsibilities of the board of directors and the secretary in managing insider information [3][4] - Insider information is defined as non-public information that could significantly impact the company's operations or stock prices [8][9] - The company emphasizes strict confidentiality obligations for insiders and prohibits insider trading [20][21] Group 1: Insider Information Management - The management of insider information is the responsibility of the board of directors, with the chairman as the main person in charge [3] - The company's securities department is tasked with daily management of insider information and investor relations [1][2] - Any disclosure of insider information requires approval from the board secretary and must be reported to the chairman if deemed significant [2][4] Group 2: Definition and Scope of Insider Information - Insider information includes significant changes in business strategy, major asset transactions, and important contracts that could affect the company's financial status [9][10] - The scope of insider information also covers changes in major shareholders, significant losses, and legal issues involving the company [9][10] Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, and major shareholders, as well as relevant personnel from associated companies and regulatory bodies [11][12] - The company must maintain a detailed record of all individuals who have access to insider information, including their roles and the nature of the information [12][13] Group 4: Confidentiality and Compliance - Insiders are required to sign confidentiality agreements and are prohibited from disclosing insider information or trading based on it [20][21] - The company must provide training to ensure that insiders understand their rights and responsibilities regarding insider information [22][23] Group 5: Accountability and Penalties - The company will conduct self-inspections of insider trading activities and report any violations to regulatory authorities [25][26] - Violations of the insider information management system can lead to disciplinary actions, including termination and legal consequences [26][27]

Core Points - The internal audit system aims to enhance corporate governance, standardize economic behavior, and protect shareholders' rights [1] - Internal audit is defined as an independent and objective evaluation activity that promotes the achievement of business objectives by examining the authenticity, legality, and effectiveness of internal controls [1] Group 1: Audit Structure and Responsibilities - The company establishes an audit department as the internal audit institution, responsible for supervising business activities, risk management, internal controls, and financial information [2] - The audit department reports to the board of directors and must accept supervision and guidance from the audit committee [2] - The audit department is tasked with conducting internal audits, providing audit recommendations, and tracking significant issues to improve management responsibility [2][3] Group 2: Audit Authority - The audit department has the authority to request relevant units to submit financial statements, plans, budgets, contracts, and other necessary documents [3] - It can review accounts, verify funds and assets, and investigate related matters [4] - The audit department can attend meetings related to major business and financial decisions and report significant findings directly to the board of directors [4] Group 3: Audit Procedures - The audit department must draft an annual audit work plan, which requires approval from the audit committee after being reviewed by the general manager [5] - Audits are generally announced in advance, with notifications sent three days prior to the audit [5] - The audit process includes developing an audit plan, forming an audit team, and compiling an audit report that reflects the findings and opinions clearly [5][6]

Core Viewpoint - The company has established a risk investment management system to regulate its risk investment activities, enhance risk control, and protect the interests of investors and the company itself [1][2]. Group 1: General Principles - The risk investment includes various forms such as stock investments, fund investments, futures, and real estate investments, excluding fixed-income or guaranteed principal investments [2]. - The company must adhere to principles of standardized operations, risk prevention, cautious investment, and value preservation while ensuring that investments do not affect its normal operations [2][3]. Group 2: Approval Process - Risk investments exceeding 10% of the company's latest audited net assets must be approved by the board of directors, while those over 50% require shareholder meeting approval [3]. - The company must establish a dedicated securities trading account for risk investments, ensuring compliance with regulations regarding account management [3][4]. Group 3: Implementation of Risk Investments - Personnel involved in risk investments must be knowledgeable about relevant laws and regulations, and external experts may be consulted to enhance risk management [4]. - The finance center is responsible for the specific implementation of risk investments, including fund allocation and transaction documentation [5]. Group 4: Risk Control - Strict risk control measures must be in place, with a separation of duties between investment operations and fund management to ensure oversight [5][6]. - The finance center must monitor the usage and safety of investment funds, reporting any anomalies promptly [6]. Group 5: Information Disclosure - The company is required to fulfill information disclosure obligations in accordance with relevant laws and internal regulations [6][7]. - Risk investment activities must be accurately accounted for in financial statements as per accounting standards [7]. Group 6: Miscellaneous Provisions - Any matters not covered by this system will be governed by applicable laws and regulations, and the board of directors is responsible for revisions and interpretations of the system [7].

Core Points - The document outlines the regulations and responsibilities of the board secretary in a company, emphasizing the need for compliance with laws and regulations [1][2][3] Group 1: General Provisions - The board secretary is a senior management position responsible for the board and must comply with relevant laws and company regulations [1] - The company must establish a board secretary position, who operates under the leadership of the chairman [1] Group 2: Qualifications - The board secretary must possess knowledge in finance, law, management, and other relevant fields, and must hold a qualification certificate issued by the stock exchange [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or conflicts of interest, cannot serve as board secretary [2][3] Group 3: Responsibilities - The board secretary is responsible for managing capital changes, securities issuance, and corporate governance matters [2] - The board secretary acts as the designated liaison for listed company affairs, ensuring compliance with documentation and reporting requirements [2] - Responsibilities include preparing reports for board and shareholder meetings, coordinating information disclosure, and maintaining confidentiality [2][3] Group 4: Appointment and Dismissal Procedures - The board secretary is recommended by the chairman and appointed by the board, requiring training and certification from the stock exchange [4] - The company must appoint a new board secretary within three months of a vacancy and must submit relevant materials to the stock exchange prior to the appointment [4][5] Group 5: Legal Responsibilities - The board secretary shares legal liability with the board for decisions that violate laws or regulations, unless they can prove dissent [6][7] - Penalties for violations can include recommendations for disqualification from the position and other disciplinary actions [7]

General Principles - The company establishes a decision-making system for related party transactions to ensure compliance with regulations from the China Securities Regulatory Commission and to protect the interests of the company and all shareholders [2][3][4] Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares or serving as directors and senior management [3][4][5] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, and other agreements that may result in resource or obligation transfers [7][8] Decision-Making Procedures - Proposals for related transactions must be detailed and submitted by the company's functional departments, outlining the specifics, pricing basis, and impact on the company and shareholders [9][10] Approval Authority - The approval authority for related transactions is tiered based on transaction amounts, with the shareholders' meeting required for transactions over 30 million yuan that exceed 5% of the latest audited net assets [6][7] Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on related transactions to ensure impartiality, with decisions requiring a majority from unrelated directors [7][8] Information Disclosure - The company must disclose related transactions in accordance with regulations, including transaction summaries, independent director approvals, pricing policies, and the impact on the company's financial status [9][10]

Core Points - The document outlines the selection and appointment process for accounting firms by the company, aiming to enhance audit quality and protect shareholder interests [1][2][4] - The audit committee is responsible for overseeing the selection process and ensuring compliance with relevant laws and regulations [2][10] - The selection process must be competitive and transparent, utilizing methods such as competitive negotiation, public bidding, and invitation bidding [2][4][5] Group 1: General Provisions - The company establishes a system for selecting accounting firms to improve audit quality and safeguard shareholder interests [1] - The selection of accounting firms must comply with national laws and the company's articles of association [1][12] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and relevant qualifications as per regulatory requirements [1][5] - Firms must have a solid organizational structure, internal management systems, and a good reputation for audit quality [1][5] Group 3: Selection Procedures - The audit committee is tasked with proposing the selection of accounting firms and ensuring the process is fair and transparent [2][4] - The selection methods include competitive negotiation, public bidding, and invitation bidding, ensuring a comprehensive understanding of the firms' capabilities [2][4][5] Group 4: Evaluation Standards - The evaluation criteria for accounting firms include audit fees, qualifications, quality management, and resource allocation [5][6] - Quality management must account for at least 40% of the evaluation weight, while audit fees should not exceed 15% [5] Group 5: Supervision and Penalties - The audit committee must monitor the selection process and report on compliance with laws and regulations [10][11] - Serious violations by accounting firms can lead to termination of their services, as determined by the shareholders' meeting [10][11] Group 6: Information Disclosure - The company is required to disclose information regarding the appointed accounting firms, including service duration and audit fees in the annual report [21][22] - Any changes in accounting firms must be reported, including reasons for the change and communication with previous firms [22]

Group 1 - The company has established a management approach for transactions with related parties and external guarantees to comply with relevant laws and regulations [1][12] - The company prohibits the controlling shareholder and other related parties from requesting the company to advance wages, benefits, insurance, and other expenses [1][2] - The company must not provide funds directly or indirectly to controlling shareholders and related parties through loans or other means [1][2] Group 2 - The external guarantee system aims to protect the safety and integrity of assets, ensure operational stability, and maintain financial discipline [1][2] - The company must separate duties in guarantee operations to prevent conflicts of interest and ensure proper approval processes [2][3] - Guarantees must be approved by the board of directors or shareholders' meeting before any contract is signed [4][5] Group 3 - The company must establish written contracts for guarantees and maintain proper documentation [5][6] - Guarantees exceeding 10% of the latest audited net assets require board and shareholder approval [6][7] - The company must analyze the credit status and financial conditions of the guaranteed entities before providing guarantees [12][8] Group 4 - The company must require counter-guarantees from entities receiving guarantees, ensuring they have the capacity to fulfill obligations [10][11] - The company must follow internal audit procedures to verify the handling and recording of guarantee operations [10][11] - Any violations of the external guarantee management system will result in accountability for responsible individuals [11][12]

双林股份有限公司 董事和高级管理人员所持本公司股份 及其变动管理制度 第一章 总则 第一条 为加强对双林股份有限公司（以下简称"公司"）董事和高级管理人 员所持本公司股份及其变动的管理，根据《中华人民共和国公司法》（以下简称" 《公司法》"）、《中华人民共和国证券法》（以下简称"《证劵法》"）、《上市公司 董事和高级管理人员所持本公司股份及其变动管理规则》、《深圳证劵交易所创 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》、《深圳证券交易所上市公司自律监管指引第10号——股份 变动管理》等有关法律、法规、规范性文件及《双林股份有限公司章程》（以下 简称"《公司章程》"）的有关规定，结合公司实际情况，制订本制度。 第二条 本制度适用于公司董事和高级管理人员，其所持本公司股份是指登 记在其名下的所有本公司股份；从事融资交易融券交易的，还包括记载在其信 用账户内的本公司股份。 第三条 本公司董事和高级管理人员在买卖公司股票及其衍生品种前，应知 悉《公司法》《证券法》等法律、行政法规、部门规章及规范性文件关于内幕 交易、操纵市场等禁止行为的规定，不得进行违法违规的交易。 ...

双林股份有限公司 募集资金管理办法 为规范双林股份有限公司（以下简称"公司"）的法人治理结构，规范公司 募集资金的管理和运用，以维护股东的合法利益，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券 法》"） 、 第二条 公司董事会应当对募集资金投资项目的可行性进行充分论证，确信 投资项目具有较好的市场前景和盈利能力，有效防范投资风险，提高募集资金使 用效益。 《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》 （以下简称"《规范运作指引》"） 等法律、法规、规范性文件和《双林股 份有限公司章程》（以下简称"《公司章程》"）的规定，结合公司实际情况， 特制定本制度。 第一章 总则 第一条 本制度所称募集资金是指公司通过公开发行证券（包括首次公开发 行股票、配股、增发、发行可转换公司债券等）以及非公开发行股票向投资者募 集并用于特定用途的资金。 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，则该子 公司或控制的其他企业应遵守本制度。 募集资金投资项目 ...

Core Points - The document outlines the responsibilities, powers, and duties of the General Manager of Shuanglin Co., Ltd, emphasizing the need for effective management and adherence to laws and regulations [1][6][9]. General Provisions - The General Manager is responsible for daily operations under the Board's leadership and must implement decisions made by the shareholders and Board [1][2]. - The General Manager is appointed or dismissed by the Board, with a term of three years, and can be reappointed [3][4]. Powers of the General Manager - The General Manager has the authority to manage the company's operations, implement Board decisions, and propose appointments or dismissals of senior management [5][11]. - In emergencies, the General Manager can make immediate decisions outside their usual authority but must report to the Board afterward [4][5]. Responsibilities and Obligations - The General Manager must comply with laws, regulations, and the company's articles of association, ensuring the authenticity of reports to the Board [6][8]. - They are required to maintain company interests and not exploit their position for personal gain [8][9]. Reporting and Decision-Making - The General Manager must report significant contracts, financial situations, and any major incidents affecting the company to the Board [15][16]. - Decisions regarding employee compensation and major operational plans must be discussed with the Board [25][42]. Compensation and Accountability - The General Manager's salary is determined by the Board, which can also reward or penalize based on performance [46][48]. - Violations of laws or regulations by the General Manager can lead to legal consequences [50].