Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system aims to prevent both operational and non-operational fund occupation by the controlling shareholder and related parties [1]. - The company’s directors and senior management have a legal obligation to safeguard the company’s financial security [1]. Group 2: Prevention Principles - The company must strictly prevent fund occupation during operational transactions with the controlling shareholder and related parties [2]. - Specific prohibited actions include providing funds for wages, benefits, or other expenses, lending funds, and issuing commercial acceptance bills without real transaction backgrounds [2][3]. Group 3: Responsibilities and Measures - The chairman of the company is the primary responsible person for preventing fund occupation [4]. - The board of directors and CEO must review and approve transactions with the controlling shareholder and related parties according to their respective authorities [4]. - The finance department is required to conduct regular checks on non-operational fund transactions and report findings [5]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, including potential dismissal [6]. - The company will pursue legal responsibility against those causing financial harm through fund occupation or related violations [7]. Group 5: Definitions and Applicability - The controlling shareholder is defined as a shareholder holding more than 50% of the company’s total share capital or having significant voting power [9]. - The management system will be effective upon approval by the shareholders' meeting [9].

Core Viewpoint - The document outlines the insider information management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure [1][2]. Group 1: Insider Information Management - The board of directors is designated as the insider information management body, with the board secretary responsible for confidentiality management and daily operations handled by the securities department [2]. - Any department or individual must not disclose insider information without board approval, and all external communications involving such information require prior review by the board secretary [2][3]. - Insider information includes significant changes in business operations, major investments, important contracts, and any events that could materially affect the company's stock price [3][4]. Group 2: Scope of Insider Information - Insider information encompasses various aspects such as major operational changes, significant asset transactions exceeding 30% of total assets, and any substantial losses or debts [3][4]. - Individuals classified as insider information personnel include company executives, major shareholders, and those who can access insider information due to their roles or relationships with the company [4][5]. Group 3: Registration and Documentation - The company must maintain a record of insider information personnel, including details about when and how they became aware of the information, and this must be reported to the Shenzhen Stock Exchange within five trading days after public disclosure [4][6]. - The board of directors is responsible for ensuring the accuracy and completeness of the insider information personnel records, with the chairman and board secretary confirming the documentation [6][7]. Group 4: Confidentiality and Compliance - Insider information personnel are required to keep the information confidential and must not engage in insider trading or assist others in manipulating stock prices [8][9]. - The company must implement confidentiality agreements with relevant parties involved in significant transactions to safeguard sensitive information [8][9]. Group 5: Accountability and Penalties - The company is mandated to conduct self-inspections regarding insider trading activities within five trading days following the release of annual and semi-annual reports [9][10]. - Violations of the insider information management rules can lead to disciplinary actions, including warnings, demotions, or even legal consequences for severe breaches [10][11].

Core Viewpoint - The document outlines the management system for the shareholding and trading of company stocks by directors and senior management of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency [1][2]. Group 1: General Provisions - The system aims to strengthen the management of shares held by directors and senior management, ensuring adherence to the Company Law and Securities Law [1]. - It applies to all directors and senior management, including the CEO, vice presidents, and financial directors, who must comply with the reporting obligations regarding their shareholdings [2]. Group 2: Information Reporting and Disclosure - The company secretary is responsible for managing the data and information related to the shareholdings of directors and senior management, ensuring timely reporting to the Shenzhen Stock Exchange [5]. - Directors and senior management must report their shareholding information within specific timeframes, such as within two trading days after changes occur [6][8]. Group 3: Shareholding Changes Management - Directors and senior management must notify the company secretary of their trading plans in writing before buying or selling shares, ensuring compliance with legal and regulatory requirements [7]. - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [8][9]. Group 4: Restrictions on Trading - Directors and senior management are prohibited from trading company shares during certain periods, such as 15 days before the annual or semi-annual report announcements [9]. - Specific conditions restrict the transfer of shares, including a limit of 25% of their total shareholdings within a year [8][10]. Group 5: Responsibilities and Penalties - Violations of the trading regulations may result in disciplinary actions, including warnings, demotions, or legal consequences, depending on the severity of the breach [35][36]. - The company is required to maintain records of any violations and report them to regulatory authorities as necessary [36].

Core Viewpoint - The document outlines the external guarantee management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company aims to strengthen internal control over external guarantee business and standardize guarantee behavior to prevent risks [1]. - The external guarantee management system applies to the company and its controlling subsidiaries, requiring approval from the shareholders' meeting or board of directors for any external guarantees [2][3]. Group 2: Guarantee Conditions - The finance department is responsible for handling guarantee business, ensuring personnel are qualified and knowledgeable about relevant laws and regulations [5][6]. - Prior to signing a guarantee contract, a letter of intent must be drafted, accompanied by necessary documentation [7]. Group 3: Approval Process - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% require board and shareholder approval [4][5]. - Independent directors may hire accounting firms to verify the company's guarantee situation if necessary [5][6]. Group 4: Risk Management - The board must assess the financial status and creditworthiness of the guaranteed party, ensuring compliance and risk control measures are in place [6][7]. - The company only accepts specific assets as collateral and must register or notarize these assets as required by law [7][8]. Group 5: Legal Responsibilities and Disclosure - The company must adhere strictly to the established system, with penalties for violations based on the severity of the situation [9][10]. - Timely disclosure of guarantees is required, including total amounts and any significant changes in the guaranteed party's financial situation [10][11].

General Principles - The rules are established to standardize the board meeting procedures of Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [1][2] - The board is responsible for various key functions including convening shareholder meetings, formulating profit distribution plans, and making significant corporate decisions such as mergers and acquisitions [2][4] Board Structure and Committees - The board has specialized committees including audit, strategy, nomination, and compensation committees, which are accountable to the board and must submit proposals for board review [1][2] - The audit committee must have a majority of independent directors and is led by a professional accountant [1][2] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [5][6] - Temporary meetings can be called under specific circumstances, and proposals for such meetings must be submitted in writing [6][7] Proposal and Notification Process - Proposals for board meetings must be clear and specific, and the board secretary is responsible for notifying all directors at least ten days in advance for regular meetings [8][9] - In urgent situations, the notification period can be shortened to five days, provided all directors agree [7][10] Voting and Decision-Making - Decisions require a majority of directors present, and certain significant decisions require a two-thirds majority [19][20] - Directors must disclose any conflicts of interest and abstain from voting on related matters [20][21] Record Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [24][25] - Records are to be maintained for ten years [25] Specialized Committees - The board has established specialized committees such as the audit committee, which oversees financial reporting and internal controls, and the nomination and compensation committees, which handle the selection and remuneration of directors and senior management [27][28][29] - Each committee must have a majority of independent directors and is responsible for making recommendations to the board [28][29]

Core Viewpoint - The article outlines the selection system for accounting firms at Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information through a structured selection process [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and the company's articles of association [1]. - The selection process includes hiring, re-hiring, and dismissing accounting firms, which requires approval from the audit committee, the board of directors, and the shareholders' meeting [1][2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must be legally established, possess relevant qualifications, and have a solid organizational structure and quality control system [1]. - Firms must be familiar with national financial regulations and have a good reputation and track record [1][2]. Group 3: Responsibilities of the Audit Committee - The audit committee is responsible for organizing the selection process, proposing candidates, and evaluating the performance of the selected accounting firms [1][2]. - The committee must submit annual evaluation reports on the performance of the hired accounting firms to the board of directors [1][2]. Group 4: Selection Procedures - The selection process can involve competitive negotiations, public invitations, or single invitations to ensure fairness and transparency [2][3]. - The audit committee initiates the selection process and oversees the qualification review of the participating accounting firms [3][4]. Group 5: Special Provisions for Dismissal - The company must notify the accounting firm of its dismissal or non-renewal at least 10 days before the shareholders' meeting [6][7]. - The audit committee must evaluate the reasons for dismissal and provide a report to the board of directors [6][7]. Group 6: Supervision and Penalties - The audit committee is tasked with supervising the selection process and ensuring compliance with laws and regulations [8]. - Any violations by the selected accounting firms can lead to penalties, including financial compensation for losses incurred by the company [8][9].

General Principles - The company establishes the working rules for the Chief Executive Officer (CEO) to improve its governance structure in accordance with the Company Law and its Articles of Association [2] - The working rules apply to the CEO, Vice Presidents, and the Chief Financial Officer as defined in the Articles of Association [2] Appointment and Dismissal Procedures - The CEO is appointed or dismissed by the Board of Directors for a term of three years, with the possibility of reappointment [4] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as CEO [5][6] Qualifications for the CEO - The CEO must possess extensive theoretical and practical management knowledge, strong economic management capabilities, and relevant industry experience [3][4] - The CEO should demonstrate integrity, diligence, and a strong sense of mission [4] Responsibilities and Authority of the CEO - The CEO is responsible for daily operations, implementing Board decisions, and reporting to the Board [8] - Key responsibilities include maintaining shareholder interests, ensuring asset preservation and appreciation, and adhering to legal and regulatory requirements [8][9] Reporting and Meeting Procedures - The CEO must regularly report to the Board on significant contracts, financial performance, and operational plans [10][11] - The CEO is required to convene meetings with senior management to discuss company operations and make decisions [9][10] Performance Evaluation and Rewards - The Board's remuneration and evaluation committee assesses the CEO's performance, which influences salary and incentives [14] - The CEO may receive material rewards for outstanding performance, including cash and other forms of compensation [14] Compliance and Accountability - The CEO must adhere to legal obligations and company policies, with penalties for violations including economic sanctions or dismissal [14][15] - The CEO is accountable for any losses incurred due to mismanagement or legal infractions [14][15]

General Provisions - The company establishes a remuneration and assessment committee to improve the governance structure and management of remuneration for directors and senior management [1] - The committee is responsible for directors who receive remuneration and senior management appointed by the board [1] Composition of the Committee - The remuneration and assessment committee consists of three directors, with a majority being independent directors [3] - The committee elects a chairperson from among the independent directors, who is responsible for convening and presiding over meetings [3][4] - The term of the committee members aligns with that of the board of directors, and members automatically lose their committee position if they cease to be directors [4] Responsibilities and Authority - The committee is tasked with formulating, managing, and assessing the remuneration system for directors and senior management, reporting to the board [6] - Key responsibilities include researching and reviewing remuneration policies, proposing annual remuneration plans, and developing performance evaluation standards [6][7] - The committee's proposals for equity incentive plans and remuneration plans must be approved by the board and submitted to the shareholders' meeting [7][11] Working Procedures - Meetings must be notified three days in advance, and can be convened urgently if necessary [9] - A quorum requires two-thirds of the committee members to be present, and decisions are made through written voting [9][10] - Meeting records must be kept, and members have a confidentiality obligation regarding company information [11][12]

Core Viewpoint - The company intends to extend the repayment of idle raised funds and continue using them for temporary working capital to address cash flow pressures due to overdue receivables from clients [4][5][7] Fundraising Overview - The total amount raised from the issuance of A-shares is approximately 294.90 million yuan, with a net amount of about 284.34 million yuan after deducting issuance costs [3] - As of July 18, 2025, the company has utilized approximately 92.88 million yuan of the raised funds, leaving about 203.03 million yuan temporarily idle [3][4] Previous Use of Idle Funds - In July 2024, the company approved the use of up to 100 million yuan of idle funds for temporary working capital, with a usage period not exceeding 12 months [4] Current Situation of Idle Funds - The company plans to extend the repayment of 100 million yuan of idle funds for an additional 12 months due to slower-than-expected cash inflow from overdue receivables [5][6] - The extension aims to maintain operational cash flow stability and improve the efficiency of fund usage [5][6] Justification for Extension - The company emphasizes that the use of idle funds will not affect the normal implementation of fundraising projects and is necessary to meet daily operational needs [5][6] - It is estimated that this temporary use of funds could save approximately 3 million yuan in financial costs over a year, based on current bank loan rates [5] Approval Process - The proposal for extending the repayment of idle funds has been approved by the company's board of directors, supervisory board, and independent directors, ensuring compliance with relevant regulations [6][7] - The independent directors and supervisory board agree that this decision will enhance fund utilization efficiency without harming the interests of shareholders [6][7]

中德证券有限责任公司 延期归还闲置募集资金并继续用于暂时补充流动资金的核查意见 中德证券有限责任公司（以下简称"中德证券"或"保荐机构"）作为宣亚国际营 销科技（北京）股份有限公司（以下简称"宣亚国际"或"公司"）向特定对象发行 A 股股票的保荐机构，根据《证券发行上市保荐业务管理办法》《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》以及《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监管要 求》等法律、法规和规范性文件的要求，就公司延期归还闲置募集资金并继续用于暂时 补充流动资金事项进行了认真、审慎核查，具体情况如下： 一、募集资金基本情况 经深圳证券交易所审核通过，并经中国证券监督管理委员会出具的《关于同意宣亚 国际营销科技（北京）股份有限公司向特定对象发行股票注册的批复》（证监许可〔2023〕 2538 号）同意，公司向特定对象发行人民币普通股（A 股）股票 21,064,521 股，发行价 格为 14.00 元/股，募集资金总额为 294,903,294.00 元，扣除本次发行费用 10,559,905.71 元（不含增值税 ...