深圳市长方集团股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第二章 内幕信息和内幕信息知情人的范围 第三章 内幕信息知情人登记管理 第四章 内幕信息保密管理 第五章 责任追究 第六章 附则 第一章 总则 第二章 内幕信息和内幕信息知情人的范围 第一条为规范深圳市长方集团股份有限公司（以下简称"公司）的内幕信息 管理，加强内幕信息保密工作，维护信息披露的公平性原则，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》"）、《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》、《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》等有关法律法规、部门规章以及公司《公司信息披露管理制度》、 （以下简称"《公司章程》"）的有关规定， 《深圳市长方集团股份有限公司章程》 结合公司实际情况，制定本制度。 第二条 公司董事会应当对内幕信息知情人信息的真实性、准确性、完整性 进行核查，保证内幕信息知情人档案的真实、准确和完整，报送及时。董事长为 主要责任 ...

General Principles - The rules are established to standardize the operation of the board of directors of Shenzhen Changfang Group Co., Ltd., improve corporate governance structure, protect the legal rights of the company and shareholders, and ensure the efficiency and scientific decision-making of the board [2] - The board of directors is a permanent business decision-making body elected by the shareholders' meeting, responsible to the shareholders' meeting and reporting its work [2][3] - The board consists of 7 directors, with independent directors accounting for no less than one-third of the board members, including at least one accounting professional [2][3] Directors - Directors must be natural persons and cannot serve if they fall under certain disqualifications as per the Company Law and other regulations [4] - Directors are required to comply with laws, regulations, and the company's articles of association, and must avoid conflicts of interest [4][5] - Directors must attend board meetings in person, and failure to do so without proper delegation may lead to recommendations for their replacement [5] Independent Directors - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [6] - Independent directors must possess relevant qualifications and experience, including at least five years of legal, accounting, or economic work experience [6][8] - Independent directors have special rights, including the ability to independently hire intermediaries for audits or consultations and to propose meetings [9][19] Board Meeting System - Board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [10] - Notifications for meetings must include the date, location, duration, and agenda, and must be sent in advance [11] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made by majority vote [12][31] Board Resolutions - The board has the authority to make significant decisions, including major acquisitions, investments, and management appointments [34][35] - Transactions exceeding certain thresholds must be approved by the board and disclosed in a timely manner [15][40] - Independent directors must approve related party transactions before they are submitted to the board for review [40] Meeting Records - Detailed records of board meetings must be maintained, including attendance, agenda, and resolutions passed [42][43] - Directors are responsible for the resolutions made during meetings, and those who dissent must have their objections recorded [44] Supplementary Provisions - The rules serve as a supplement to the company's articles of association and are subject to legal regulations [46][47] - Amendments to these rules must be proposed by the board and approved by the shareholders' meeting [48]

Core Viewpoint - The company aims to enhance its governance structure and investor relations management to maximize company value and shareholder interests through effective communication and compliance with relevant laws and regulations [1][2]. Group 1: General Principles of Investor Relations Management - The purpose of investor relations management is to objectively and accurately reflect the company's actual situation, enhancing company value through effective communication [2][3]. - The basic principles include compliance, proactivity, equality, and honesty [2][5]. Group 2: Responsibilities and Organization - The board secretary is responsible for organizing and coordinating investor relations management, with the investor relations office serving as the functional department [7][8]. - Key responsibilities include drafting investor relations management systems, organizing communication activities, handling investor inquiries and complaints, and ensuring investors can exercise their rights [7][8]. Group 3: Communication Content and Methods - The specific targets for investor relations management include existing and potential investors, securities analysts, financial media, and regulatory bodies [12][13]. - Communication content primarily covers the company's development strategy, legally required disclosures, and operational management information [13][14]. - Various channels such as the company website, investor interaction platforms, and media can be used for communication [14][15]. Group 4: Handling Investor Inquiries and Complaints - The company is responsible for addressing investor complaints and must establish a robust complaint handling mechanism [18][19]. - In case of disputes, the company can resolve them through negotiation, mediation, arbitration, or litigation [19][20]. Group 5: Compliance and Information Disclosure - The company must ensure that investor relations activities do not replace formal information disclosures and must handle any inadvertent leaks of undisclosed significant information promptly [6][17]. - The company is required to maintain a complete record of investor relations activities, including participant details and communication content [16][18].

General Overview - The purpose of the management system is to standardize the appointment of directors, supervisors, and senior management personnel in subsidiaries of Shenzhen Changfang Group Co., Ltd., enhance management levels, and ensure the legal rights of shareholders [2][3] Appointment of Personnel - The system applies to wholly-owned and controlled subsidiaries of the company [2] - Appointed personnel include the chairman, vice chairman, directors, supervisors, and senior management such as general managers and financial officers [2][3] - Appointed personnel must meet the qualifications set by relevant laws and the subsidiaries' articles of association, including work experience and professional knowledge [3] - The selection of directors, supervisors, and senior management is primarily from current employees, with the option to recruit externally if necessary [3] Responsibilities of Appointed Personnel - Appointed personnel must exercise their rights and responsibilities in accordance with laws and regulations [4] - They are responsible for ensuring compliance with national laws and regulations, coordinating between the company and subsidiaries, and protecting the company's interests [4][5] - Regular reporting on the operational status of subsidiaries is required, along with communication on significant matters [5] Additional Provisions - The labor relationship of appointed senior management remains unchanged, with compensation and social insurance paid by the subsidiary [5] - The system will be implemented upon approval by the company's board of directors [5]

Core Viewpoint - The document outlines the external donation management measures of Shenzhen Changfang Group Co., Ltd., aiming to standardize the company's donation behavior and protect the interests of shareholders, creditors, and employees [2][3]. Chapter Summaries Chapter 1: General Principles - The measures are established in accordance with relevant laws and regulations, including the Public Welfare Donation Law of the People's Republic of China and the Company Law [2][3]. Chapter 2: Definition of External Donations - External donations refer to the company's voluntary contributions of assets to support social welfare activities, such as disaster relief and enhancing social welfare [4]. Chapter 3: Principles of External Donations - Donations must not be used to gain advantages in financing, market access, or other resources. Company assets cannot be donated under personal names, and donations must align with public welfare purposes [4][5][6]. Chapter 4: Scope of External Donations - Eligible assets for donations include cash and tangible assets, while certain assets like fixed assets needed for operations and those with unclear ownership cannot be donated [6][7]. Chapter 5: Types and Beneficiaries of External Donations - Types of donations include relief donations for disaster-stricken areas and vulnerable groups, as well as donations for education, healthcare, and public facilities [7]. Chapter 6: Decision-Making Procedures and Rules for External Donations - The approval process for donations varies based on the amount, with specific thresholds for managerial and board approvals outlined [8][9]. Chapter 7: Legal Responsibilities - The company will adhere to national laws and regulations for any matters not covered in the measures [10]. Chapter 8: Supplementary Provisions - The measures will take effect upon approval by the company's shareholders and will be interpreted and revised by the board [10].

General Provisions - The rules are established to standardize the behavior of Shenzhen Changfang Group Co., Ltd., ensure shareholders can exercise their rights, and improve corporate governance structure [2][3] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [2] Shareholder Meeting Regulations - The shareholder meeting is the company's authority body, exercising various powers including electing directors, approving profit distribution plans, and making decisions on significant asset transactions [3][4] - Transactions that exceed certain thresholds must be submitted for shareholder approval, including those involving assets over 50% of the latest audited total assets or significant income contributions [4][5] Meeting Convening and Proposals - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [10][12] - Proposals for the shareholder meeting can be made by the board, audit committee, or shareholders holding at least 1% of shares [21][22] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [41][42] - Shareholders can vote in person or by proxy, and the voting process must be transparent and documented [23][24] Record Keeping and Legal Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [38][39] - The rules must comply with the Company Law and Securities Law, and any amendments must be approved by the board and shareholders [62][63]

General Principles - The purpose of the remuneration management system is to improve the incentive and restraint mechanism for directors and senior management, ensuring stability and enhancing management effectiveness while aligning their interests with the company's long-term goals [2][3] - The system applies to directors (including independent directors), the general manager, deputy general managers, the board secretary, and the financial officer [2] Remuneration Structure and Determination - The total remuneration for directors (excluding independent directors) and senior management consists of basic remuneration and performance-based remuneration, linked to their responsibilities, risks, and the company's operational performance [3] - Basic remuneration is determined by market standards for similar positions, considering factors such as position, responsibility, and capability [3] - Performance-based remuneration is assessed based on the completion of company operational goals, the effectiveness of the relevant management personnel, and individual performance targets, evaluated by the remuneration and assessment committee [3] Decision-Making Procedures - The annual performance assessment period runs from January 1 to December 31 each year [6] - After the assessment year, the remuneration and assessment committee determines the performance-based remuneration amounts based on the company's operational status and annual audit results, with senior management remuneration reviewed by the board of directors and directors' remuneration reviewed by the shareholders' meeting [6] Remuneration Adjustment - The remuneration system should serve the company's operational strategy and be adjusted according to changes in the company's operational status [7] - Factors for remuneration adjustment include industry salary growth, inflation levels, company profitability, operational scale, organizational structure changes, and individual adjustments due to position changes [7] Remuneration Payment - Basic remuneration and independent director allowances are paid monthly, while performance-based remuneration is distributed according to the assessment cycle [7] - The company is responsible for withholding personal income tax from the remuneration of directors and senior management according to national regulations [7] Additional Provisions - If there is a conflict between this system and the latest laws, regulations, and rules issued by regulatory authorities, the latest legal provisions shall prevail [8] - This system takes effect after approval by the shareholders' meeting and is interpreted by the board of directors [8]

General Provisions - The purpose of the work rules is to strengthen the standardized operation of Shenzhen Changfang Group Co., Ltd. and improve the internal supervision mechanism [1] - The board of directors establishes an audit committee to exercise the powers of the supervisory board as stipulated in the Company Law, and the audit committee is accountable to the board of directors [1][2] - The audit department serves as the working body of the audit committee, responsible for daily work liaison and meeting organization [1] Composition of the Audit Committee - The audit committee consists of three directors who are not senior management of the listed company, including at least two independent directors, with one being an accounting professional [2] - The term of the audit committee members is three years, consistent with the term of the board of directors [2] - If a member ceases to be a director, they automatically lose their committee membership [2] Responsibilities and Authority - The audit committee has the authority to inspect the company's finances, supervise the actions of directors and senior management, and propose the convening of temporary board and shareholder meetings [3][4] - The main responsibilities include supervising and evaluating external and internal audits, reviewing financial information, and ensuring effective internal controls [3][4] - The audit committee must approve certain matters, such as financial disclosures and the hiring or dismissal of external auditors, before submission to the board [3][4] Decision-Making Procedures - The audit department is responsible for preparing reports for the audit committee, which will then evaluate and present these reports to the board [7] - The audit committee meetings can be regular or temporary, with regular meetings held quarterly [8] - A quorum for meetings requires attendance from at least two-thirds of the committee members, and decisions must be approved by a majority [9] Meeting Rules - Meetings can be conducted in various formats, including in-person, video, or telephonic [9] - The audit committee must maintain confidentiality regarding the matters discussed in meetings [10] - Meeting records must be accurate and complete, reflecting the opinions of attendees, and must be kept for ten years [10] Additional Provisions - The work rules will be executed in accordance with national laws and regulations, and any conflicts with future laws will necessitate amendments to the rules [11] - The board of directors is responsible for interpreting these work rules [11]

深圳市长方集团股份有限公司 信息披露事务管理制度 目 录 第一章 总则 第一章 总则 第一条 为了提高公司信息披露质量，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》")《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》")《上市公司信 息披露管理办法》(以下简称"《信息披露管理办法》")《深圳市长方集团股份有 限公司章程》(以下简称"《公司章程》")以及有关政策法规关于上市公司信息披 露的规定，并结合公司实际情况，特制定本管理制度。 第二条 本制度所称"信息披露"是指将法律、法规、证券监管部门规定要 求披露的，已经或可能对公司股票及其衍生品种交易价格产生重大影响的信息， 在规定时间内、在规定的媒体上、按规定的程序、以规定的方式向社会公众公布， 并按规定程序送达证券监管部门和深圳证券交易所。 第三条 公司及相关信息披露义务人应当根据法律、行政法规、部门规章及 其他有关规定，及时、公平地披露所有可能对公司股票及其衍生品种交易价格或 者投资决策产生较大影响的信息或事项（以下简称重大信息、重大事件或者重大 事项），并保证所披露的信息真实、准确 ...

深圳市长方集团股份有限公司 重大投资及融资决策管理制度 目 录 第一章 总则 第一章 总则 第一条 为了规范深圳市长方集团股份有限公司（以下简称"公司"）投资和 融资（以下简称"投融资"）决策程序，建立系统完善的投融资决策机制，确保决 策的科学、规范、透明，有效防范各种风险，保障公司和股东的利益，根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《深圳证券交易所创业板股票 上市规则》等法律法规、规范性文件、交易所自律性规则及《深圳市长方集团股 份有限公司章程》（以下简称"《公司章程》"）等相关的规定，特制定本制度。 第二条 公司投融资决策管理的原则： （一）价值创造原则。投融资管理应以持续创造企业价值为核心。 （二）战略导向原则。投融资管理应符合企业发展战略与规划，与企业战略 布局和结构调整方向相一致。 （三）风险匹配原则。投融资管理应确保投融资对象的风险状况与企业的风 险综合承受能力相匹配。 第三条 公司相关职能部门负责相应投融资事项的管理、实施、推进和监控； 必要时以项目组的形式进行投资项目的规划、论证以及年度投融资计划的编制。 第四条 公司在实施投融资事项时，应当遵循有利于公司可持续发展和全体 ...