深圳市信维通信股份有限公司 子公司分公司管理制度 深圳市信维通信股份有限公司 第一章 总则 第一条 为加强对深圳市信维通信股份有限公司（以下简称"公司"）子公司、 分公司的管理，建立有效的管控与整合机制，促进子公司、分公司规范运作和有 序健康发展，提高公司整体运作效率和抗风险能力，切实维护公司利益，根据《公 司法》 《证券法》 《深圳证券交易所创业板股票上市规则》 （以下简称"《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》 等法律、法规、规范性文件以及《深圳市信维通信股份有限公司章程》（以下简 称"《章程》"）的有关规定，结合公司实际情况，特制定本制度。 第二条 本制度适用于公司在中国大陆境内的所有子公司、分公司，办事处 参照分公司进行管理；境外分支机构依照当地的法律法规进行管理。 第三条 本制度所称子公司是指依法设立的具有独立法人资格的公司，包括 全资子公司、控股子公司。全资子公司是指公司投资且在该子公司中持股比例为 方式实际控制的公司。 本制度所称分公司是指由公司或子公司投资注册但不具有独立法人资格的 分支机构。分公司作为公司的下属分支机构，公司对其具有全面 ...

Core Points - The internal control system of Shenzhen Xinwei Communication Co., Ltd. aims to strengthen internal controls, prevent risks, promote standardized operations, and protect investors' rights [1][2] - The internal control objectives include compliance with laws, improving operational efficiency, safeguarding assets, and ensuring accurate information disclosure [1][2] - The internal control principles emphasize comprehensive coverage of economic activities, clear division of responsibilities, cost-effectiveness, and accountability of the board of directors [2][3] Internal Control Content - The internal control system considers factors such as internal environment, goal setting, event identification, and risk assessment [4][5] - Management is responsible for identifying risks and opportunities, assessing risks, and implementing control measures [5][6] - Control activities include approval, authorization, verification, coordination, and performance evaluation [6][7] Specific Control Activities - The internal control activities cover all operational aspects, including sales, procurement, asset management, and financial reporting [4][5] - The company emphasizes the management of cash, bank deposits, and the use of checks, ensuring proper authorization and record-keeping [6][7] - The company has established a system for managing related party transactions, ensuring fairness and compliance with regulations [8][9] External Guarantee and Fundraising Control - The internal control for external guarantees follows principles of legality, prudence, and mutual benefit, with strict risk management [12][13] - The company has a dedicated system for managing fundraising, ensuring funds are used according to specified purposes and monitored regularly [15][16] - Major investments are subject to thorough evaluation and approval processes to control risks and ensure effectiveness [16][17] Information Disclosure Control - The company adheres to regulations for information disclosure, ensuring timely and accurate reporting of significant events [18][19] - A confidentiality system is in place to protect sensitive information before public disclosure [19][20] - The board of directors is responsible for the authenticity of internal control reports and must evaluate the effectiveness of the internal control system annually [22][23]

Group 1 - The company establishes a Strategic and Sustainable Development Committee to enhance governance and decision-making processes for long-term development and major investment decisions [1][2] - The committee is composed of company directors, including the chairman, and operates under the board's leadership [2][5] - The committee's main responsibilities include researching and proposing suggestions for the company's long-term strategic planning, major investment decisions, and sustainable development strategies [3][5] Group 2 - The committee is tasked with reviewing ESG-related reports and making recommendations, as well as examining other significant matters affecting the company's development [5][6] - The board office is responsible for coordinating the committee's daily operations and preparing necessary materials for meetings [6][7] - The committee is required to hold at least one regular meeting annually and can convene temporary meetings as needed [7][8]

General Provisions - The purpose of the work rules is to standardize the selection of directors and senior management personnel, improving the corporate governance structure of the company [1][2] - The Nomination Committee is a specialized working body under the Board of Directors, responsible for formulating selection standards and procedures for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2][3] - The chairman of the committee is an independent director, responsible for leading the committee's work [2][3] Responsibilities - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [3][4] - The committee must review the qualifications of nominees and provide clear opinions on their suitability [3][4] Decision-Making Procedures - The committee will research the selection criteria and procedures for directors and senior management, submitting resolutions to the Board for approval [4][5] - The selection process includes communication with relevant departments, searching for candidates, and conducting qualification reviews [4][5] Meeting Rules - The committee meets as needed, with a requirement for two-thirds of members to be present for decisions [5][6] - Voting can be conducted through various methods, including hand raising or written ballots [5][6] Confidentiality and Documentation - All members and attendees of the meetings have confidentiality obligations regarding the discussed matters [6][7] - Meeting resolutions and voting results must be documented and submitted to the Board in writing [6][7] Implementation and Amendments - The work rules take effect upon approval by the Board and will be amended as necessary [7][8] - The interpretation rights of these work rules belong to the Board of Directors [8]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures, aiming to enhance the quality and transparency of financial reporting and ensure compliance with relevant laws and regulations [1][2]. Group 1: Purpose and Scope - The system is designed to improve the company's operational standards and increase the accountability of individuals involved in annual report disclosures [1]. - It applies to directors, senior management, subsidiary leaders, controlling shareholders, and financial department staff related to annual report disclosures [1]. Group 2: Responsibilities and Compliance - Individuals involved in annual report disclosures must adhere to the "Enterprise Accounting Standards" and internal control systems to ensure accurate financial reporting [2]. - Major errors in annual report disclosures include significant accounting errors, omissions, and discrepancies in performance forecasts [2][3]. Group 3: Error Recognition and Standards - Specific standards for recognizing significant accounting errors include thresholds based on total assets, net assets, revenue, and net profit, with a minimum absolute amount of 5% or 5 million yuan [4]. - Other significant errors in annual report disclosures are defined by the failure to meet regulatory requirements or significant omissions that mislead investors [5]. Group 4: Accountability Procedures - The company will investigate and determine responsibility for significant errors, ensuring that accountability aligns with the severity of the error [3][8]. - The internal audit department is responsible for collecting evidence, investigating causes, and proposing corrective actions for significant errors [6][7]. Group 5: Penalties and Remediation - Penalties for responsible individuals may include job termination, public reprimands, or legal action depending on the severity of the error [9][10]. - The company must promptly correct and disclose any significant omissions or inaccuracies in annual report disclosures [7][11].

General Principles - The foreign exchange hedging management system is established to standardize the foreign exchange hedging business of the company and effectively prevent and mitigate risks [1] - The system applies to the company and its controlling subsidiaries, with the latter's hedging activities managed uniformly by the company [1][2] - The primary purpose of the foreign exchange hedging business is to avoid and mitigate exchange rate risks, aligning with the company's actual business operations [1][2] Operational Regulations - The foreign exchange hedging business must be conducted using the company's accounts and cannot involve third-party accounts [2] - Transactions are only permitted with financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2] - The company must have sufficient self-owned funds for hedging activities and cannot use raised funds for these purposes [2] Approval and Limits - The limits for foreign exchange hedging activities are determined by the company's board of directors or shareholders [3] - The types of hedging business include spot/forward foreign exchange transactions, foreign exchange swaps, options, and interest rate swaps, with any new types requiring board approval [3] Management and Internal Processes - Responsibilities for the foreign exchange hedging business include formulation, funding, operations, and daily management [4] - The internal process involves analyzing exchange rate trends, assessing hedging needs, and submitting applications for approval [4] - All personnel involved in hedging must adhere to confidentiality protocols regarding the business's details [4] Risk Reporting and Handling - The funds management department must settle with financial institutions based on the terms of the hedging contracts [4] - In cases of significant exchange rate fluctuations, the funds management department must analyze the situation and report to relevant parties [4] - If hedging losses reach or exceed 10% of the company's audited net profit attributable to shareholders or 10 million RMB, the finance department must report to the chairman and board [4] Miscellaneous - Any matters not covered by this system will follow national laws and regulations as well as the company's articles of association [5] - The board of directors holds the interpretation rights of this system, which takes effect upon approval [5]

Core Viewpoint - The document outlines the selection system for accounting firms at Shenzhen Sineway Communication Co., Ltd., aiming to standardize the process, protect shareholder interests, and enhance the quality of financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with regulations from the Ministry of Finance, the China Securities Regulatory Commission, and the Shenzhen Stock Exchange [1]. - The selection process includes hiring, re-hiring, and changing accounting firms, which must be approved by the audit committee, board of directors, and shareholders [1][2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must have qualifications related to securities and futures, independent legal status, a stable workplace, and a good record of professional ethics and quality [2][3]. - The audit committee must ensure that the audit project partner and signing accountants do not serve the company for more than five consecutive years [2]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms, establishing policies, and evaluating candidates based on set criteria [3][4]. - The selection process must be fair and transparent, utilizing competitive negotiation, public bidding, or other methods to assess the capabilities of accounting firms [3][4]. Group 4: Supervision and Evaluation - The audit committee must regularly evaluate the performance of the hired accounting firms and report to the board of directors [5][6]. - If the audit committee finds significant deficiencies in the performance of an accounting firm, it must provide a written report and may recommend a change [8][9]. Group 5: Consequences of Non-compliance - The audit committee is tasked with monitoring compliance with laws and regulations regarding the selection of accounting firms [9][10]. - Serious violations by accounting firms can lead to penalties, including termination of contracts and financial liability for responsible individuals [9][10].

General Principles - The management system for the shares held by the board and senior management of Shenzhen Sineva Communication Co., Ltd. aims to strengthen the management of shares and maintain market order, in accordance with relevant laws and regulations [1][2]. Scope of Application - This system applies to the shares held by the company's board and senior management, including shares registered in their names and those held through others' accounts [2]. Prohibited Trading Activities - Board members and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving their position [4][5]. - They are also restricted from trading during specific periods, including 15 days before the announcement of annual or semi-annual reports [5][6]. Shareholding Changes - Any planned transfer of shares must be reported to the stock exchange 15 trading days in advance, detailing the number of shares, reasons for transfer, and other relevant information [6][7]. - After completing a transfer, board members and senior management must report the completion within two trading days [8]. Information Disclosure and Reporting - Board members and senior management must report their personal information to the company at specified times, including when they are newly appointed or when their information changes [9][10]. - Any changes in shareholding must be reported within two trading days, including details of the number of shares before and after the change [11][12]. Accountability and Penalties - Violations of this system may result in penalties, including warnings, demotions, or legal actions, depending on the severity of the violation [13][14]. - The company is responsible for reporting any illegal trading activities to the relevant authorities [14][15]. Additional Provisions - The system also applies to the family members of board members and senior management regarding their trading activities [15][16]. - The board is responsible for the formulation, modification, and interpretation of this system [17].

Core Points - Shenzhen Sunway Communication Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China, with its initial public offering approved by the China Securities Regulatory Commission on October 12, 2010, and listed on the Shenzhen Stock Exchange on November 5, 2010 [1][2] - The registered capital of the company is RMB 967.568638 million [2] - The company aims to be a global leader in providing one-stop RF solutions [3] Company Structure - The company is a permanent joint-stock company with its legal representative being the general manager [2] - The company's assets are divided into equal shares, with each share having a par value of RMB 1 [2] - The articles of association serve as a legally binding document governing the rights and obligations between the company, shareholders, and management [2][3] Business Scope - The company's business scope includes manufacturing and sales of electronic components, communication equipment, magnetic materials, and smart vehicle equipment, among others [3] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The total number of shares issued by the company is 967.568638 million, all of which are ordinary shares [5] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares [11][12] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [38] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [42] - Shareholder meetings can be called under specific circumstances, such as when the number of directors falls below the required amount or when significant losses occur [43][44] - The company ensures that all shareholders can participate in meetings through various means, including online voting [79]

Core Viewpoint - The company has established a management approach to prevent the controlling shareholder and related parties from occupying its funds, aiming to create a long-term mechanism to eliminate such behaviors [1][2]. Group 1: General Principles - The management approach applies to the financial interactions between the company and its controlling shareholder, actual controller, and other related parties, including subsidiaries [1][2]. - The terms "controlling shareholder," "actual controller," and "related parties" are defined based on ownership percentages and the ability to influence company decisions [2][3]. Group 2: Prevention of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with specific examples provided for each type [2][3]. - The company must strictly limit the occupation of funds in operational transactions and cannot provide funds or resources to the controlling shareholder or related parties through various means [3][4]. Group 3: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, with the chairman being the primary responsible person [4][5]. - The finance department is tasked with implementing measures to prevent fund occupation and must regularly report on the situation to management [5][6]. Group 4: Accountability and Penalties - Controlling shareholders and related parties that violate the management approach and cause losses to the company will bear compensation responsibilities [6][7]. - Directors and senior management who approve unauthorized fund occupations will face serious violations and potential penalties, including dismissal [6][7]. Group 5: Additional Provisions - The management approach will take effect upon approval by the board of directors and will replace the previous management approach [9].