宜通世纪科技股份有限公司 董事会提名委员会工作制度 宜通世纪科技股份有限公司 董事会提名委员会工作制度 第一章 总则 第一条 为规范公司董事和高级管理人员的提名，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》 （以下简称"《公司法》"）、《宜通世纪科技股份有 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委员会， 并制定本工作制度。 第二条 董事会提名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 责拟定董事、高级管理人员的选择标准和程序，对董事、高级管理人员人选及其任职资 格进行遴选、审核。 高级管理人员，是指公司的总经理、副总经理、财务总监、董事会秘书和公司章程 规定的其他人员。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，其中独立董事应当过半数。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的三分之 一以上提名，并由董事会过半数选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董事委员担任，负责主持 提名委员会工作，主任委员在委员范围内由董事会选举产生。 提名委员会召集人负责召集和主持提名委员会会议，当提名委 ...

Core Points - The establishment of the Strategic Committee aims to enhance investment decision-making processes and improve governance structures within the company [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [1][3] Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to address the company's strategic development needs [1] - The committee consists of three directors, with members nominated by the Chairman or independent directors and elected by the Board [2] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [3] - The committee is accountable to the Board of Directors, and its proposals must be submitted for Board review [3] Group 3: Meeting Rules - Meetings can be proposed by committee members and must be notified three days in advance, except in emergencies [4] - A quorum requires the presence of more than half of the committee members, and decisions are made by majority vote [4][5] Group 4: Voting and Decision-Making - Voting can be conducted in person or by proxy, with specific rules governing the delegation of voting rights [5][6] - The results of votes must be recorded and reported to the Board of Directors [6][7] Group 5: Confidentiality and Compliance - All committee members and attendees are bound by confidentiality regarding the matters discussed in meetings [7] - The working rules will be implemented upon approval by the Board and will be revised as necessary to comply with national laws and regulations [7]

Core Points - The article outlines the management system for media visits and investor research reception at Etonetech Co., Ltd, aiming to enhance communication with the capital market and improve investor relations management [1][3][4] - The system emphasizes transparency, fairness, and compliance in information disclosure during interactions with investors and media [3][4][5] Group 1: Purpose and Principles - The purpose of the system is to standardize the company's external reception activities, increasing transparency and fairness in information disclosure [3][4] - The company adheres to principles of fairness, honesty, confidentiality, compliance, efficiency, and interactive communication during reception activities [4][5][6] Group 2: Responsibilities and Personnel Requirements - The chairman of the board is the primary responsible person for reception work, with the board secretary as the direct responsible person [4][5] - Personnel involved in reception must possess comprehensive knowledge of the company's operations, financial status, and relevant securities and legal knowledge [5][6] Group 3: Reception Activities - The company will generally refrain from conducting on-site receptions within thirty days prior to regular report disclosures or major announcements [6][7] - Investor meetings, analyst meetings, and roadshows will be held to communicate the company's publicly disclosed information, with a focus on avoiding the disclosure of undisclosed major information [6][7][8] Group 4: Communication and Reporting - Specific individuals or institutions visiting the company must schedule appointments and sign a commitment letter to ensure confidentiality [7][8] - The company will review and verify any investment analysis reports or news articles produced by visitors before they are published [8][9]

第一条 按照建立现代企业制度的要求，为进一步完善宜通世纪科技股份有限公司 （以下简称"公司"）法人治理结构，明确董事会秘书职责和权限，保证董事会秘书依法 行使职权、履行职责，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》"） 第二章 董事会秘书任职资格和任免 宜通世纪科技股份有限公司 董事会秘书工作细则 宜通世纪科技股份有限公司 《深圳证券交易所创业板股票上市规则》《深 董事会秘书工作细则 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、证券交易所业务规则以及《宜通世纪科技股份有限公司章程》（以下简称"公司章 程"），特制定本细则。 第一章 总则 （一） 有《公司法》第一百七十八条规定情形之一的； 第二条 董事会设董事会秘书。董事会秘书为公司的高级管理人员，对公司和董事 会负责。董事会秘书应当由公司董事、总经理、副总经理或财务负责人担任。 第三条 董事会秘书由董事长提名，经董事会聘任或解聘。 （二） 被中国证监会采取不得担任上市公司董事高级管理人员的市场禁入措施，期 限尚未届满； （三） 被证券交易场所公开认定为 ...

Core Points - The document outlines the information disclosure management system of Yitong Century Technology Co., Ltd, aiming to standardize disclosure practices, enhance management levels, and protect investors' rights [1][2][3] Group 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Information is defined as any data that could significantly impact stock trading prices or investment decisions [1][2] - Disclosure must be timely, fair, truthful, accurate, and complete, without any false records or misleading statements [2][3] Group 2: Responsibilities and Training - The board of directors, board secretary, and senior management are responsible for ensuring accurate information disclosure [2][3] - The board secretary leads the securities affairs department, which is the permanent body responsible for disclosure matters [2][3] - Regular training on disclosure obligations is organized by the board secretary for relevant personnel [2][3] Group 3: Disclosure Scope and Content - The company must disclose periodic reports, temporary reports, and other significant documents such as prospectuses and bond issuance announcements [14][15] - Annual reports must include financial statements audited by a qualified accounting firm and be disclosed within four months after the fiscal year-end [15][16] - The company must disclose any significant risks that could adversely affect its core competitiveness and future development [18][19] Group 4: Reporting Procedures - The procedures for disclosing temporary reports involve drafting by the securities affairs department and review by the board secretary [33] - For periodic reports, senior management must prepare drafts for board review, and the audit committee must approve financial information before submission [34][35] Group 5: Confidentiality and Exceptions - The company must establish effective internal controls to prevent the leakage of financial information [49][50] - Disclosure can be postponed or exempted if it involves state secrets or commercial secrets that could lead to unfair competition [56][57] Group 6: Accountability - Directors and senior management are responsible for the authenticity and completeness of disclosed information [69][70] - Violations of disclosure regulations can lead to administrative, civil, or criminal liabilities [71][72]

Core Points - The document outlines the special meeting system for independent directors of Yitong Century Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2] - 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 [1][2] Chapter 1: General Principles - The system is established to improve the corporate governance structure of the company and ensure the effective role of independent directors [1] - The company is required to provide support for the convening of independent directors' special meetings [1] Chapter 2: Responsibilities and Authority - Certain matters must be discussed in the independent directors' special meetings and require majority approval before being submitted to the board [2] - Independent directors have special powers, including hiring external consultants for audits or consultations and proposing the convening of temporary shareholder meetings [2] Chapter 3: Meeting Rules - Independent directors' special meetings can be held regularly or irregularly, and a majority can propose a temporary meeting [3] - Meetings can be conducted in various formats, including in-person, video, or telephonic, ensuring all directors can communicate effectively [3][4] Chapter 4: Notifications and Records - Notifications for meetings must include essential details such as time, location, and agenda [4][5] - Meeting records must document the opinions of independent directors, including reasons for dissent or abstention [5] Chapter 5: Supplementary Provisions - The system will be interpreted and revised by the company's board of directors, and it will take effect upon board approval [6][7]

General Principles - The internal audit system of Yitong Century Technology Co., Ltd. aims to standardize internal audit work, enhance internal control, improve risk management, and promote corporate governance to protect the rights of the company and its shareholders [1][2] - Internal audit is defined as an independent and objective evaluation of the company's financial activities, internal controls, and risk management to facilitate governance and achieve corporate goals [1][3] Internal Control - Internal control is a process implemented by the board of directors, management, and all employees to ensure legal compliance, asset security, and the authenticity of financial reporting [2] Audit Institution and Personnel - The Audit Department is designated as the internal audit institution, reporting to the board's audit committee and maintaining independence from the finance department [2][3] - The company must have at least three dedicated internal auditors, with the possibility of hiring external experts as needed [2][3] Responsibilities and Authority of the Audit Department - The audit committee guides and supervises the internal audit work, reviews annual audit plans, and coordinates with external audit entities [3][4] - The Audit Department is responsible for evaluating the effectiveness of internal controls, auditing financial data, and reporting significant issues to the audit committee [4][5] Audit Procedures - The audit work primarily involves on-site audits, with the possibility of remote audits, and the department must establish a work paper system to document audit evidence [6][7] - Audit reports must be drafted, reviewed, and finalized with input from the audited parties, and any disputes must be addressed promptly [7][8] Audit Archive Management - The Audit Department must organize and archive audit documents for at least ten years, ensuring confidentiality and compliance with board regulations [8][9] Internal Control Evaluation - The internal audit institution is responsible for conducting internal control evaluations, which must be reported to the board and disclosed on designated websites [9] Rewards and Penalties - The company will reward auditors who perform their duties effectively and identify significant economic losses, while also penalizing those who violate laws or company regulations [9][10]

Core Viewpoint - The company establishes a management system for entrusted financial management to enhance fund operation efficiency, ensure asset safety, and maximize investment returns while safeguarding the interests of the company and its shareholders [1][2]. Group 1: General Principles - The entrusted financial management aims to improve the efficiency of idle funds and increase cash asset returns while controlling investment risks [2][3]. - The company must adhere to principles of standardized operations, risk prevention, cautious investment, and value preservation and appreciation [2][3]. Group 2: Fund Usage and Restrictions - Funds used for entrusted financial management must be the company's idle funds or idle raised funds, and cannot affect normal operations or project funding [2][3]. - Temporary idle raised funds can only be invested in high-security products with a maximum investment period of 12 months [2][3]. Group 3: Approval and Implementation - The company must follow strict approval processes for entrusted financial management, with different thresholds for self-owned idle funds and idle raised funds [3][4]. - The financial department is responsible for investment application, including fund sources, investment scale, expected returns, and risk assessments [4][5]. Group 4: Information Disclosure - The company’s securities department must analyze and disclose entrusted financial management investment information according to relevant laws and regulations [5][8]. - Regular reports must include updates on the progress and execution of entrusted financial management [8]. Group 5: Risk Control - The audit department supervises entrusted financial management, ensuring that all transactions are conducted in the company's name and prohibiting personal account usage [6][7]. - The company can only select liquid and high-security financial products for entrusted management, especially when using idle raised funds [6][7]. Group 6: Accountability and Compliance - Violations of laws, regulations, or internal policies that result in losses or lower-than-expected returns will lead to accountability for responsible personnel [8]. - The management system applies to the company and its wholly-owned or controlled subsidiaries, ensuring compliance with relevant regulations [8][9].

Core Points - The establishment of the Audit Committee aims to enhance internal control and ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][4] Group 1: General Provisions - The Audit Committee is a specialized working body established by the board of directors based on shareholder resolutions [1] - The committee consists of three directors, with a majority being independent directors, including at least one accounting professional [2] Group 2: Composition and Responsibilities - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2] - The committee is tasked with supervising and evaluating internal and external audit work, ensuring the establishment of effective internal controls, and providing accurate financial reports [2][3] Group 3: Duties and Authority - The Audit Committee has the authority to review financial reports, supervise the hiring or dismissal of external auditors, and assess internal control evaluations [4][5] - The committee must approve significant financial disclosures and any changes in accounting policies before submission to the board [4][5] Group 4: Internal Audit Oversight - The Audit Committee guides and supervises the internal audit department, which is responsible for evaluating the effectiveness of internal controls [6][11] - The committee must review internal audit reports and ensure that any identified issues are addressed promptly [6][11] Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with additional meetings called as necessary [24] - Decisions made by the committee require a majority vote from its members, and meeting records must be maintained [24][36] Group 6: Reporting and Disclosure - The company must disclose the Audit Committee's annual performance in its annual report, including meeting attendance and responsibilities fulfilled [33] - Any significant deficiencies or risks identified by the committee must be reported to the Shenzhen Stock Exchange [7][8]

Core Points - The document outlines the management system for subsidiaries of Yitong Century Technology Co., Ltd, aiming to enhance internal operations and protect the interests of the company and its investors [1][2] - The system applies to subsidiaries where the company holds more than 50% of the shares or can control the board of directors [1][2] - The management principles focus on establishing effective control mechanisms, risk management, and improving operational efficiency [1][2] Group 1: Basic Principles of Subsidiary Management - Subsidiaries must adhere to the management system and establish control mechanisms for their subordinate enterprises [2] - Company-appointed directors and senior management in subsidiaries are responsible for the effective execution of this system [2][3] - Subsidiaries operate independently under the overall strategic framework set by the company while being supervised by the company's executive office [2][3] Group 2: Responsibilities and Authority of Directors and Senior Management - Directors and senior management of subsidiaries must act in accordance with laws and regulations, ensuring compliance and operational integrity [3][4] - They are responsible for reporting operational conditions and significant matters to the company [4][5] - The board of directors in subsidiaries must verify shareholder contributions and ensure timely compliance [4][5] Group 3: Operational Decision-Making and Risk Management - Subsidiaries must align their operational plans with the company's strategic goals [5][6] - The company sets annual business targets for subsidiaries, which must be executed by the subsidiary management [5][6] - Any significant transactions or investments must be submitted for company board approval [5][6] Group 4: Compliance and Governance - Subsidiaries are required to establish a governance structure and internal management systems in compliance with laws and regulations [6][7] - They must hold regular meetings and provide accurate information regarding their operational performance [6][7] - Transactions must be carefully assessed for potential conflicts of interest and reported accordingly [7][8] Group 5: Financial Management - Subsidiaries' financial departments are under the guidance and supervision of the company's financial department [9][10] - They must adhere to national financial management policies and submit financial reports for auditing [9][10] - Strict controls on transactions with related parties are mandated to prevent non-operational resource occupation [10][11] Group 6: Investment Management - Subsidiaries can invest in projects based on market conditions and must conduct thorough feasibility studies [11][12] - They are required to report on the progress of approved investment projects quarterly [11][12] - Any financial investments must be approved by the subsidiary's shareholders and the company [12][13] Group 7: Information Disclosure and Reporting - Subsidiaries must comply with the company's information disclosure policies and report significant business and financial matters promptly [13][14] - The legal representative of the subsidiary is responsible for information management [13][14] - Major operational losses or legal issues must be reported within one day [14][15] Group 8: Audit and Supervision - The company conducts regular internal audits of subsidiaries, which must cooperate fully with the audit process [15][16] - Audit findings must be implemented by the subsidiaries without delay [15][16] - The compliance and risk control department is responsible for overseeing the audit activities [15][16]