广东新劲刚科技股份有限公司 广东新劲刚科技股份有限公司 第一章 总则 第一条 为加强对广东新劲刚科技股份有限公司（以下简称"公司"或"本 公司"）子公司的管理，有效控制经营风险，保护投资者合法权益，根据《中华 人民共和国公司法》《中华人民共和国证券法》《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》等法律、法规、规章以及《公司章程》的有关规定，结合公司的实际情 况，制定本制度。 第二条 本制度所称子公司为公司全资子公司或控股子公司，即公司依法设 立的、具有独立法人资格的公司，具体包括： （一）公司独资设立的全资子公司； （二）公司与其他单位或自然人共同出资设立的，公司持有 50%以上股权/ 股份的公司； （三）公司与其他单位或自然人共同出资设立的，公司虽持有其股权/股份 比例低于 50%，但能够决定其执行董事或董事会半数以上成员组成的企业； （四）公司与其他单位或自然人共同出资设立的，公司虽持有其股权/股份 比例低于 50%，但通过协议或其他安排能够实际控制的企业。 第三条 公司与子公司之间是平等的法人关系。公司可根据对子公司持有的 股权份额， ...

Core Points - The article outlines the information disclosure management system of Guangdong Xinjingang Technology Co., Ltd., focusing on the conditions under which information disclosure can be deferred or exempted to protect the company's interests and investors' rights [1][2][3]. Group 1: General Provisions - The company establishes this system to ensure compliance with the Securities Law, the Shenzhen Stock Exchange listing rules, and its own articles of association [1]. - The company and its information disclosure obligors must prudently determine whether information should be disclosed or can be deferred or exempted [1][2]. Group 2: Conditions for Deferral and Exemption - Information that is uncertain or classified as temporary business secrets may be deferred if timely disclosure could harm the company's interests or mislead investors [1][2]. - Information classified as state secrets or commercial secrets can be exempted from disclosure if revealing it would violate laws or harm the company and investors' interests [2][3]. Group 3: Internal Management Procedures - The company must follow a strict internal approval process for deferring or exempting information disclosure, including filling out specific forms and obtaining necessary signatures [4][5]. - The board of directors oversees the management of deferral and exemption matters, with the board secretary coordinating the process [4][5]. Group 4: Termination of Deferral and Exemption - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the relevant information [6][7]. - The company must monitor and report any developments related to previously deferred or exempted information [6][7]. Group 5: Responsibilities and Penalties - Individuals with knowledge of deferred or exempted information must ensure confidentiality and accuracy in the information submitted for deferral or exemption [7][8]. - The company will implement a responsibility accountability mechanism for any violations of the disclosure rules, which may lead to penalties for responsible individuals [7][8].

Core Points - The company establishes internal control and management for external investments to enhance operational efficiency and ensure asset appreciation [1][2] - External investments include monetary contributions, equity, technology, and other assets aimed at generating returns [1][2] - The company must adhere to national laws, align with long-term development plans, and prioritize profitability in its investment decisions [2] Investment Management Structure - The company's shareholders and board of directors serve as decision-making bodies for external investments, with the general manager executing investment authority within board-approved limits [5][6] - A strategic investment department is responsible for coordinating investment project analysis, providing recommendations, and conducting feasibility studies [6][7] - The general manager oversees the implementation of new projects and reports progress to the board [7] Approval Authority - Investment approvals must comply with relevant laws and internal regulations, with a structured hierarchy for decision-making [10][11] - The company enforces a professional management and tiered approval system for investment necessity, feasibility, and profitability assessments [11][12] - Securities investments and financial derivatives require board or shareholder approval, prohibiting delegation of authority to individuals or departments [12][13] Decision Management - The strategic investment department conducts preliminary evaluations and submits investment proposals for further review [12][13] - Feasibility studies are required for investment projects, focusing on objectives, scale, methods, risks, and returns [13][14] - The company appoints representatives to participate in the management of joint ventures or subsidiaries to influence operational decisions [15][16] Investment Transfer and Recovery - The company can recover investments under specific conditions, such as project completion or insolvency of the invested entity [21][22] - Investment transfers must comply with legal and regulatory requirements, with prior analysis and justification submitted for approval [23][24] - The strategic investment department is tasked with asset evaluation during investment recovery and transfer processes [25] Financial Management and Auditing - The strategic investment department collaborates with the finance department for comprehensive financial records and accounting for each investment project [26][27] - Annual reviews of long-term and short-term investments are mandated, with subsidiaries required to submit financial reports regularly [28][29] - Internal audits are conducted on invested entities to ensure compliance and address any identified issues [30][31] Information Disclosure - The company must fulfill information disclosure obligations regarding external investments in accordance with applicable laws and internal regulations [33] Miscellaneous - The board of directors is responsible for interpreting and amending the investment management system, which takes effect upon shareholder approval [35][36]

Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee consists of three members, including two independent directors, and is responsible for formulating assessment standards and compensation policies [1][2] - The committee's decisions must be approved by the board of directors and, in some cases, require shareholder approval [3][4] Group 1 - The committee is tasked with developing performance evaluation standards and compensation plans for directors and senior management [3][4] - The committee's chairperson is an independent director, responsible for convening and presiding over meetings [2][5] - The committee's members serve terms aligned with the board of directors, and vacancies must be filled promptly [2][6] Group 2 - The committee has the authority to review the performance of directors and senior management and supervise the implementation of compensation policies [3][4] - The committee must prepare for meetings by providing relevant financial and operational data [4][5] - Decisions made by the committee require a majority vote from its members [5][6] Group 3 - The committee can invite other directors or senior management to attend meetings when necessary [5][6] - Confidentiality obligations apply to all attendees of the committee meetings [6][7] - The committee's rules and procedures must comply with relevant laws and the company's articles of association [6][7]

Core Points - The document outlines the governance structure and operational norms for Guangdong New Jinggang Technology Co., Ltd, focusing on the role and responsibilities of independent directors [1][2][3]. Group 1: General Provisions - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly protecting the rights of minority shareholders [2]. - The board must consist of at least one-third independent directors, including at least one accounting professional [2][3]. Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications as outlined in relevant laws and regulations, and certain individuals are prohibited from serving as independent directors [3][4]. - The nomination and election of independent directors can be initiated by the board or shareholders holding more than 1% of the company's shares [5][6]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance board decision-making [18][19]. - They have the authority to independently hire external advisors for audits or consultations and can propose meetings to discuss significant issues [19][20]. Group 4: Performance and Reporting - Independent directors must attend board meetings and submit annual reports detailing their activities and contributions [26][29]. - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [30][31]. Group 5: Compensation and Compliance - The company must ensure that independent directors receive appropriate compensation, which should be disclosed in the annual report [15]. - Any matters not covered by the document will be governed by relevant laws and regulations, ensuring compliance with higher legal standards [36][39].

Core Points - The document outlines the management and usage of raised funds by Guangdong Xinjingang Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Fund Management Principles - The company must establish a dedicated account for raised funds, ensuring that these funds are stored separately and not used for other purposes [10][11] - A tripartite supervision agreement must be signed with the underwriter and the commercial bank where the funds are stored, detailing the management and withdrawal procedures [11][12] - The board of directors is responsible for the management and usage of raised funds, with oversight from the audit committee and independent directors [2][3] Fund Usage Regulations - Raised funds must be used strictly for the purposes disclosed in the prospectus, and any changes require board approval and must be disclosed [5][25] - The company is prohibited from using raised funds for high-risk investments, including securities and derivatives [5][6] - Any temporary use of idle raised funds for working capital must comply with specific conditions and requires board approval [8][9] Reporting and Disclosure - The company must regularly disclose the status of raised funds, including any discrepancies between actual and planned usage [6][7] - If there are significant changes in the investment projects, the company must reassess their feasibility and disclose the findings [18][19] - Annual reports must include a special report on the management and usage of raised funds, including any audit conclusions [14][15] Supervision and Compliance - The accounting department must maintain detailed records of fund usage, and internal audits should be conducted quarterly [28][29] - Any irregularities in fund management must be reported to the board and the stock exchange [30][31] - The company must ensure compliance with all relevant laws and regulations, updating its policies as necessary [17][34]

Core Points - The document outlines the governance structure and responsibilities of independent directors at Guangdong Xinjingang Technology Co., Ltd, emphasizing their role in ensuring corporate governance and compliance with regulations [1][6]. Group 1: Governance Structure - The company establishes a system to regulate its governance structure, particularly focusing on the role of independent directors [1]. - Independent directors are required to hold special meetings to exercise their specific powers, which include hiring intermediaries for audits and proposing meetings [1][2]. - The company must disclose any inability to exercise these powers and provide reasons for such situations [1]. Group 2: Responsibilities and Authority - Independent directors must review and approve significant matters such as related party transactions and changes in commitments before submission to the board [1][4]. - The independent directors' special meetings can also discuss other company matters as needed [2]. Group 3: Meeting Procedures - The company is required to hold at least one regular independent directors' meeting annually, with provisions for additional meetings as necessary [3]. - Notifications for meetings must be sent at least three days in advance, with emergency notifications allowed via phone [3][4]. - A quorum for meetings requires attendance from at least two-thirds of independent directors [4][5]. Group 4: Documentation and Confidentiality - Meeting records must be created, including opinions from independent directors, which should be clear and well-documented [5]. - The company is responsible for maintaining meeting archives for a minimum of ten years [5]. - Attending independent directors are bound by confidentiality obligations regarding the discussed matters [6].

Core Points - The document outlines the governance structure and responsibilities of the management team at Guangdong New Jinggang Technology Co., Ltd, specifically focusing on the role of the General Manager and other senior management [1][2][3] Group 1: General Manager's Qualifications and Appointment - The General Manager must not have any disqualifying conditions such as criminal convictions related to corruption or financial misconduct within the last five years [2][3] - The company will have one General Manager, several Deputy General Managers, and one Chief Financial Officer, with specific rules regarding the appointment of these positions [2][3] - The General Manager is nominated by the Chairman and appointed by the Board of Directors, while Deputy General Managers and the CFO are nominated by the General Manager and appointed by the Board [2][3] Group 2: Powers and Responsibilities - The General Manager is responsible for the overall management of the company, including implementing board resolutions and managing daily operations [3][4] - The Deputy General Managers assist the General Manager and manage specific departments, reporting back on their activities [3][4] - The Chief Financial Officer oversees financial activities, ensuring compliance with accounting regulations and protecting company assets [3][4] Group 3: Meeting and Reporting Procedures - The General Manager's office will hold meetings to discuss annual plans, management structures, and other significant matters, with the General Manager having the final decision-making authority [4][5] - Meeting records must be maintained, detailing attendees, agenda, discussions, and resolutions [6][7] - The General Manager is required to report to the Board on operational and financial matters regularly [7][8] Group 4: Financial Management and Contracts - The management team must adhere to legal and regulatory requirements when managing company funds and assets, with specific protocols for approving investments and contracts [6][7] - The General Manager can sign significant contracts on behalf of the company if authorized by the Chairman [7][8] Group 5: Duties and Obligations - Senior management must act in the best interest of the company, avoiding conflicts of interest and ensuring transparency in their dealings [8][9] - The document emphasizes the importance of loyalty and integrity among senior management, prohibiting actions that could harm the company's interests [8][9]

Core Points - The document outlines the regulations governing the shareholder meetings of Guangdong Xinjingang Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][29] Group 1: General Provisions - The company must convene shareholder meetings in accordance with the law, ensuring shareholders can exercise their rights [1] - The board of directors is responsible for organizing the meetings diligently and on time [1] - Shareholder meetings can be annual or temporary, with specific timelines for their convening [1][2] Group 2: Legal Opinions and Meeting Procedures - Legal opinions must be obtained on the legality of the meeting's procedures and the qualifications of attendees [2] - The shareholder meeting is the company's authority, with specific powers outlined, including decisions on mergers, asset sales, and significant transactions [2][3] Group 3: Shareholder Rights and Proposals - Shareholders holding 1% or more of shares can propose agenda items for the meetings [10] - Proposals must meet specific criteria, including relevance to the company's business and compliance with legal requirements [16][21] Group 4: Voting and Decision-Making - Voting at shareholder meetings is conducted by a show of hands or through other methods, with specific rules for ordinary and special resolutions [22][46] - The results of votes must be announced and recorded accurately, ensuring transparency [56][58] Group 5: Meeting Management and Documentation - The company must maintain detailed records of meetings, including attendance and voting results, for a minimum of ten years [59] - Any changes to proposals or meeting procedures must be communicated clearly to shareholders [24][25]

Core Points - The company has established implementation rules to improve its corporate governance structure and ensure proper election of directors, allowing shareholders to exercise their rights fully [1] - The election of directors will adopt a cumulative voting system, where each share has voting rights equal to the number of directors to be elected [1][2] - Independent and non-independent directors will be elected separately using the cumulative voting system [2] - The board must inform shareholders about the cumulative voting system in the notice for the shareholders' meeting [2] - The secretary of the board will explain the voting rules and the voting rights per share during the shareholders' meeting [2] - Directors must receive more than half of the total voting rights held by attending shareholders to be elected [3] - Any matters not covered by these rules will follow national laws and regulations, as well as the company's articles of association [3] - The board of directors is responsible for interpreting these rules, which require approval from the shareholders' meeting for any modifications [3]