Core Viewpoint - The document outlines the procedures and requirements for Chengdu Yunda Technology Co., Ltd. in selecting and appointing accounting firms, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2][3]. Group 1: General Provisions - The company establishes a system for the selection and appointment of accounting firms to ensure compliance with relevant laws and regulations [1]. - The selection process must be approved by the audit committee, the board of directors, and ultimately decided by the shareholders [1][2]. - The controlling shareholders and actual controllers are prohibited from interfering in the selection process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and necessary qualifications as per regulatory requirements [2]. - Firms must have a solid organizational structure, internal management systems, and a good reputation for audit quality [2][3]. - The audit team must not have faced administrative penalties for violations in the past three years [2]. Group 3: Selection Procedures - The audit committee is responsible for overseeing the selection of accounting firms and must establish policies and procedures for this process [2][3]. - The selection must be conducted through competitive negotiations, public bidding, or other fair methods [3]. - The evaluation criteria for selecting firms include audit fees, qualifications, quality management, and risk management capabilities [4]. Group 4: Audit Fees - The company should not set a maximum limit on audit fees unless justified in the selection documents [5]. - Audit fees can be adjusted based on factors like consumer price index changes and business complexity [5]. - If audit fees decrease by 20% or more compared to the previous year, the company must disclose the reasons and details in its information disclosure documents [5]. Group 5: Supervision and Penalties - The audit committee must supervise the selection process and ensure compliance with laws and regulations [6][7]. - If violations occur, the audit committee must report to the board and may recommend penalties for responsible individuals [7][8]. - Serious violations by accounting firms can lead to their disqualification from future selections [8].

General Provisions - The company establishes a system to manage the shares held by its directors and senior management, based on relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, whether registered in their name or held through others [1] Restrictions on Share Trading - Directors and senior management are prohibited from transferring shares under certain conditions, such as within six months after leaving the company or during investigations related to securities violations [4][5] - During their tenure and for six months after, the annual transfer of shares by directors and senior management cannot exceed 25% of their total holdings, with exceptions for specific circumstances [2][3] Insider Trading Regulations - Directors and senior management must comply with laws prohibiting insider trading and must ensure that their immediate family members do not engage in such activities [5][6] - Violations of trading regulations will result in the company reclaiming any profits made from such trades [4] Information Reporting and Disclosure - The company secretary is responsible for managing the shareholdings of directors and senior management, including quarterly checks on their trading activities [6][7] - Directors and senior management must notify the company secretary of their trading plans in writing before executing any trades [6][7] Shareholding Changes Reporting - Any changes in shareholdings must be reported to the company within two trading days, and the company must disclose this information on the designated website [8][9] - If shares are disposed of due to judicial enforcement or other specific reasons, different reporting requirements apply [9][10] Violations and Penalties - Any violations of share transfer regulations by directors and senior management will result in penalties from the securities regulatory authorities, depending on the severity of the violation [10][11]

Core Points - The internal audit system of Chengdu Yunda Technology Co., Ltd. aims to standardize internal audit work, enhance management, improve audit quality, and protect investors' rights [1] - The internal audit department, known as the Internal Audit Department, is responsible for organizing and implementing internal audits and reports to the Audit Committee under the Board of Directors [2][3] Internal Audit Department and Personnel - The Internal Audit Department must maintain independence and not be under the leadership of the finance department [2] - The company will employ dedicated internal auditors with relevant professional knowledge and skills [2][3] - Internal auditors must adhere to laws and regulations, uphold the company's core values, and avoid conflicts of interest [2][3] Responsibilities and Authority of Internal Audit - The Audit Committee guides and supervises the internal audit department, reviews annual audit plans, and reports on audit progress and significant issues to the Board [3][4] - The Internal Audit Department is responsible for establishing and optimizing the internal audit system, conducting audits on internal controls, and evaluating the legality and compliance of financial information [4][5] - The department has the authority to audit relevant units, request necessary documents, and participate in management meetings related to audit responsibilities [5][6] Internal Audit Work Procedures - The Internal Audit Department formulates an annual audit plan based on the previous year's performance and risk assessment [6] - Audits are conducted through various methods to gather sufficient and reliable evidence, and reports are submitted to management after approval [6][7] Utilization of Audit Results - Audited entities must rectify identified issues and report back to the Internal Audit Department, which will monitor the implementation of corrective actions [7][8] - Internal audit results are crucial for internal evaluations, assessments, and decision-making processes within the company [8] Information Disclosure - The Internal Audit Department is responsible for the organization and implementation of internal control evaluations, which are reported to the Board of Directors [8][9] - The company must disclose internal control evaluation reports alongside annual reports in accordance with legal requirements [9][10]

Core Points - The article outlines the regulations and principles governing related party transactions for Chengdu Yunda Technology Co., Ltd, aiming to protect minority shareholders and ensure fairness in transactions [1][3][11] Group 1: Related Parties and Transactions - Related parties include both legal entities and natural persons that have significant control or ownership over the company, specifically those holding more than 5% of shares [2][4] - Related party transactions encompass various activities such as asset purchases, financial assistance, and management contracts, which involve the transfer of resources or obligations between the company and its related parties [6][7] Group 2: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, voluntary agreement, and fairness, ensuring that pricing is in line with market standards [3][5] - The company is required to disclose the pricing basis for related party transactions and may need to hire independent evaluators for assessment [3][4] Group 3: Decision-Making and Approval Process - Transactions exceeding certain thresholds, such as 5% of net assets, require board approval and must be submitted to the shareholders' meeting for further approval [8][9] - The company must follow a structured decision-making process, including proposals from relevant departments and approval from independent directors [12][13] Group 4: Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on the company [18][19] - Annual and semi-annual reports should categorize and summarize daily related party transactions, ensuring transparency [7][18]

General Principles - The purpose of the system is to protect investors' rights, regulate external guarantee behaviors, and effectively prevent risks associated with external guarantees [1] - External guarantees refer to the company providing guarantees, mortgages, or pledges for others, including guarantees for its controlling subsidiaries [1][2] - The system applies to the company and its controlling subsidiaries [1] Examination of Guaranteed Objects - The company can provide guarantees to entities or individuals with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [2] - If an applicant does not meet the specified conditions but is deemed necessary for business development, guarantees can be provided with the approval of two-thirds of the board members or the shareholders' meeting [2][3] - The board must analyze the debtor's credit status and the risks and benefits of the guarantee before making a decision [3][4] Approval Procedures for External Guarantees - External guarantees must be approved by the board or shareholders' meeting [5] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholders' approval [4][5] - The board must review the guarantee matters, requiring a majority of directors present to agree [5][6] Management of External Guarantees - The financial department is responsible for conducting credit investigations, handling guarantee procedures, and monitoring the guaranteed entities [6][7] - Legal advisors assist in the credit investigation and review all documents related to guarantees [7] - The company must manage guarantee contracts and related documents properly, ensuring their completeness and accuracy [7][8] Information Disclosure of External Guarantees - The company must disclose external guarantee situations according to relevant laws and regulations [9] - Disclosure includes the total amount of guarantees and their proportion to the latest audited net assets [9][10] - Timely disclosure is required if the guaranteed entity fails to fulfill repayment obligations or faces bankruptcy [10] Responsibilities of Responsible Parties - The company must strictly adhere to the system when providing guarantees, with penalties for violations based on the severity of the situation [10][11] - Individuals who exceed their authority in signing guarantee contracts will be held accountable [10] - The company will take administrative actions against those who cause losses by violating laws or the system [10][11]

Core Points - The document outlines the rules for the board of directors of Chengdu Yunda Technology Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][28] - The board is required to hold at least two regular meetings annually, with provisions for temporary meetings under specific circumstances [3][4][5] Group 1: Meeting Procedures - The board office is responsible for handling daily affairs and must consult all directors before forming meeting proposals [1][2] - Regular meetings require a ten-day notice, while temporary meetings require a three-day notice, with provisions for urgent meetings [8][9] - Meetings must have a quorum of more than half of the directors present to be valid [11][12] Group 2: Proposal and Voting - Proposals must fall within the board's authority as defined in the company’s articles of association, and relevant materials must be submitted [2][3] - Voting is conducted by written ballot, with options for approval, disapproval, or abstention [17][18] - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [19][20][21] Group 3: Documentation and Record Keeping - Meeting records must include details such as attendees, proposals discussed, and voting results, and must be signed by participants [10][11] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [27]

成都运达科技股份有限公司 第二章 人员组成 （二○二五年七月七日公司第五届董事会第十九次会议审议通过） 第一章 总则 第一条 为进一步建立健全公司非独立董事及高级管理人员的考核和薪酬管 理制度，完善公司治理结构，根据《中华人民共和国公司法》《中华人民共和国 证券法》《上市公司独立董事管理办法》《上市公司治理准则》《深圳证券交易 所创业板股票上市规则》《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》《成都运达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，公司特设立董事会薪酬与考核委员会，并制定本制度。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要负责制定公 司董事（非独立董事）及高级管理人员的考核标准并进行考核；负责制定、审查 公司董事（非独立董事）及高级管理人员的薪酬政策与方案等事宜，对董事会负 责。 第三条 本制度所称非独立董事是指在公司支取薪酬的，非担任独立董事职 务的董事，高级管理人员根据《公司章程》确定。 第五条 薪酬与考核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，并由董事会选举产生。 第六条 薪酬与考核委员会设主任 ...

证券代码：300440 证券简称：运达科技 公告编号：2025-039 成都运达科技股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 一、召开会议的基本情况 九次会议审议通过了《关于召开公司2025年第一次临时股东大会的议案》。 部门规章、规范性文件、深交所业务规则和公司章程等的相关规定。 （1） 现场会议召开时间为：2025年7月23日 14:00 （2） 网络投票时间为：2025年7月23日，其中，通过深圳证券交易所交易 系统进行网络投票的具体时间为：2025年7月23日9:15—9:25，9:30—11:30和 月23日9:15-15:00。 开。 （1） 现场投票：股东本人出席现场会议或通过书面授权委托他人出席现场 会议； （2） 网络投票：本次股东大会将通过深圳证券交易所交易系统和互联网投 票系统向公司股东提供网络形式的投票平台，公司股东可以在上述网络投票时间 内通过上述系统行使表决权。公司股东只能选择现场投票和网络投票中的一种表 决方式，表决结果以第一次有效投票结果为准。 （1）在股权登记日持有公司已发行有表决权股份的股东或其代理人； ...

Group 1 - The board of directors of Chengdu Yunda Technology Co., Ltd. held its 19th meeting of the 5th board on July 2, 2025, to discuss and approve several proposals [1][2] - All proposals were passed with a unanimous vote of 7 in favor, 0 against, and 0 abstentions, indicating strong support from the board members [1][2] - The company plans to revise its Articles of Association and related rules to enhance internal management mechanisms in accordance with the latest legal regulations [2][3] Group 2 - The company will convene its first extraordinary general meeting of shareholders on July 23, 2025, to review the approved proposals from the board meeting [3][4] - The full text of the revised Articles of Association and governance rules will be disclosed on the company's official information platform [2][4]

成都运达科技股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范公司关联交易，充分保障中小股东的利益，保证公司关联 交易的公允性，确保公司的关联交易行为不损害公司和全体股东的利益，使公 司的关联交易符合公平、公正、公开的原则，根据《中华人民共和国公司法》、 《深圳证券交易所创业板股票上市规则》等相关法律、法规、规范性文件和《成 都运达科技股份有限公司章程》（以下简称《公司章程》）的规定，结合公司 实际情况，制定本制度。 第二章 关联人及关联交易 第二条 公司关联人包括关联法人和关联自然人。 第三条 具有以下情形之一的法人或其他组织，为公司的关联法人： （一）直接或间接地控制公司的法人或其他组织； （二）由前项所述主体直接或者间接控制的除公司及其控股子公司以外的 法人或其他组织； （三）由本制度第四条所列公司的关联自然人直接或者间接控制的，或者 由担任董事（不含同为双方的独立董事）、高级管理人员的，除公司及其控股 子公司以外的法人或其他组织； （四）持有公司 5%以上股份的法人或其他组织及其一致行动人； （五）中国证监会、深圳证券交易所或者公司根据实质重于形式的原则认 定的其他与公司有特殊关系，可能造成 ...