Core Viewpoint - The article outlines the establishment and operational guidelines of the Executive Committee of Chengdu Yunda Technology Co., Ltd, aimed at enhancing corporate governance and ensuring effective execution of business strategies [1]. Group 1: General Provisions - The Executive Committee (hereinafter referred to as "the Committee") is established as a permanent management decision-making body under the leadership of the Board of Directors, responsible to the Board [1]. - The rules serve as the behavioral guidelines for the Committee's meetings and apply to all Committee members [1]. Group 2: Composition of the Committee - The Committee consists of one Chairperson and 4-6 members, with the Chairperson appointed or dismissed by the Board of Directors [3]. - Members can resign or be removed based on personal reasons or if deemed unsuitable by the Chairperson, subject to Committee approval and Board ratification [3]. Group 3: Responsibilities and Authority - The Committee's main responsibilities include executing resolutions from the shareholders' meeting and Board, overseeing the implementation of business goals and strategic projects [4]. - It is tasked with drafting the company's medium to long-term strategic development plans, annual plans, and specific project proposals for investment, acquisitions, and asset disposals, all requiring Board approval [4][5]. - The Committee also decides on the management structure of subsidiaries, appoints core management personnel, and approves the annual financial budget [4]. Group 4: Meeting Procedures and Rules - The Committee meetings are convened and chaired by the Chairperson, with provisions for alternative members to lead if necessary [6]. - A quorum requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [6][7]. - Meeting minutes must be accurate and preserved for over ten years, serving as a basis for future evaluations and accountability [6].

Core Points - The document outlines the governance structure and operational guidelines for Chengdu Yunda Technology Co., Ltd, emphasizing the responsibilities and rights of the president and senior management [1][2][3] Group 1: Governance Structure - The company has a president who oversees daily operations and is accountable to the board of directors [1] - The president's term is three years, with the possibility of reappointment [2] - Senior management, including the president, vice presidents, and financial officer, must meet specific qualifications as outlined in the company's articles of association [1][2] Group 2: Responsibilities of Senior Management - The president is responsible for executing the board's resolutions, implementing annual business plans, and managing daily operations [2][3] - Vice presidents assist the president and manage specific departments, with the authority to make decisions within their scope [3][4] - The financial officer oversees financial operations, ensuring compliance with laws and regulations, and is responsible for preparing financial reports [4][5] Group 3: Meeting and Reporting Procedures - The president's office meetings are crucial for discussing company operations and making decisions on various matters [5][6] - Meeting minutes must be documented and distributed to relevant parties within five working days [8][10] - The president is required to report significant events or emergencies to the board within one working day [11] Group 4: Performance Evaluation and Accountability - The board evaluates the president and senior management based on performance metrics linked to the company's operational success [30] - In cases of resignation or termination, an exit audit will be conducted [31]

Core Viewpoint - The company has established a system to enhance the accountability and quality of annual report disclosures, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Disclosure Responsibilities - The system applies to all personnel involved in annual report disclosures, including major shareholders, directors, senior management, and department heads [1]. - The company emphasizes strict adherence to accounting standards and internal controls to ensure the accuracy and fairness of financial reports [2]. Group 2: Major Errors in Disclosure - Major errors in annual report disclosures include significant accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3]. - Specific criteria for identifying major accounting errors include deviations exceeding 5% of total audited assets, net assets, revenue, or net profit, with absolute amounts over 5 million [3][4]. Group 3: Accountability and Procedures - The company will pursue accountability for major disclosure errors, distinguishing between direct and leadership responsibilities [5][6]. - The internal audit department is responsible for collecting evidence and proposing accountability measures, which must be approved by the board's audit committee [3][6]. Group 4: Correction and Disclosure of Errors - If significant errors are identified, the company must correct them and may impose penalties on responsible individuals, including economic and administrative sanctions [5][6]. - The board must ensure that any corrections to previously disclosed financial reports are audited by qualified accounting firms [7][8].

Core Points - The article outlines the insider information management system of Chengdu Yunda Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][2][3] Group 1: Insider Information Management - The management of insider information is the responsibility of the board of directors, with the chairman being the primary responsible person [1] - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [2][3] - The company must maintain accurate and complete records of all individuals who have access to insider information, including their names, positions, and the nature of the information [4][5] Group 2: Confidentiality Obligations - All directors, senior management, and relevant personnel are required to maintain confidentiality regarding insider information and cooperate with the registration and filing of insider information [2][3] - Insider information must not be disclosed to external parties without board approval, and any external communications must be reviewed by the board secretary [1][2] - Individuals with access to insider information are prohibited from trading the company's securities or advising others to do so based on that information [7][8] Group 3: Reporting and Compliance - The company must report insider information to the Shenzhen Stock Exchange in cases of significant events that could affect stock prices [5][6] - A memorandum documenting the progress of significant matters must be created and submitted to the exchange within five trading days after the information is disclosed [6] - Violations of the insider information management system may result in penalties and the company reserves the right to pursue legal action against responsible individuals [8][9]

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]

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]

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]