Core Points - The resignation of independent director Zeng Lan due to personal reasons has been accepted, effective immediately upon receipt of his resignation letter [1][2] - The company will hold a shareholder meeting to elect a new independent director to maintain compliance with regulations and ensure proper governance [2][3] - Zeng Lan's contributions during his tenure were acknowledged by the board, emphasizing his diligence and commitment [2] Independent Director Resignation - Zeng Lan's resignation creates a gap in the independent director representation on the company's specialized committees, necessitating a prompt replacement [2] - The company will continue to comply with relevant laws and regulations until a new independent director is appointed [2] Appointment of New Independent Director - The board has nominated Zeng Ping as the candidate for the independent director position, pending approval at the upcoming shareholder meeting [2][3] - Zeng Ping is a qualified accounting professional with no current shareholding in the company and no conflicts of interest with major shareholders or management [3][5] Committee Adjustments - If Zeng Ping is approved, he will assume the roles of chairperson of the audit committee and member of the remuneration and assessment committee [2][4] - The board has outlined the composition of the specialized committees before and after the adjustment, ensuring transparency in governance [4]

广东新劲刚科技股份有限公司 第一章 总则 第一条 为进一步提高公司的规范运作水平，加大对年报信息披露责任人 的问责力度，提高年报信息披露的质量和透明度，增强信息披露的真实性、准 确性、完整性和及时性，推进公司内控制度建设，根据《中华人民共和国证券 法》《上市公司信息披露管理办法》《上市公司治理准则》和《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》《关于要求制定上市公司年报信息披露重大差错责任 追究制度的通知》等法律法规、规范性文件及公司章程的有关规定，结合公司 实际情况，制定本制度。 第二条 本制度适用于公司年报信息披露工作中有关人员不履行或者不正 确履行职责、义务或其他个人原因，对公司造成重大经济损失或造成不良社会 影响时的责任认定、追究与处理，适用于公司控股股东及实际控制人、董事、 高级管理人员、公司各部门负责人以及与年报信息披露有关的其他工作人员。 第三条 公司有关人员应当严格执行《企业会计准则》及相关规定，严格 遵守公司与财务报告相关的内部控制制度，确保财务报告真实、公允地反映公 司的财务状况、经营成果和现金流量。公司有关人员不得干扰、阻 ...

Core Points - The document outlines the management system for the holding and trading of company stocks by directors and senior management, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: General Principles - The system is established to strengthen the management of stock holdings and trading by directors and senior management, in accordance with various laws and regulations [2] - The system applies to directors, senior management, and other specified individuals or organizations involved in stock trading [2][3] Group 2: Trading Procedures - Directors and senior management must be aware of legal prohibitions against insider trading and market manipulation before trading [3] - A trading plan must be submitted three trading days in advance, and trading cannot occur until a response is received from the board secretary [3][4] Group 3: Reporting and Disclosure - Directors and senior management must report their stock holdings and any changes to the Shenzhen Stock Exchange in a timely manner, ensuring the information is accurate and complete [4][8] - A specific form must be filled out to report any changes in stock holdings, which must be submitted within two trading days of the change [10][11] Group 4: Transfer Restrictions - There are specific restrictions on the transfer of shares, including a prohibition on trading within six months of buying or selling shares [8][9] - Directors and senior management are not allowed to transfer shares under certain conditions, such as during the first year of stock listing or within six months after leaving the company [9][10] Group 5: Penalties for Violations - Violations of the trading rules may result in internal criticism, mandatory training, and the company retaining any profits made from such violations [11][12] - Serious violations may lead to disciplinary actions against the responsible individuals [11]

Core Viewpoint - The document outlines the operational procedures for the Audit Committee of Guangdong Xinjingang Technology Co., Ltd. regarding the preparation and disclosure of the annual report, emphasizing the importance of internal controls and compliance with relevant regulations [1][5]. Group 1: Audit Committee Responsibilities - The Audit Committee is responsible for overseeing the preparation and disclosure of the annual report, ensuring compliance with laws and regulations, and protecting the overall interests of the company [1][2]. - The committee must evaluate the qualifications of the accounting firm and the auditors proposed for the annual audit, ensuring they meet the necessary regulatory requirements [3][4]. - In the event of changing the auditing firm, the committee must assess the quality of both the outgoing and incoming firms and provide a written record of their evaluations [2][3]. Group 2: Communication and Reporting - The management must report the company's operational and financial status to the Audit Committee, which will conduct on-site investigations of significant issues [3][4]. - The Audit Committee is tasked with coordinating the audit schedule with the accounting firm and ensuring effective communication between all parties involved [3][4]. - After the audit, the committee must review the financial reports and submit a summary report to the board, including recommendations for the reappointment or replacement of the auditing firm [4][5]. Group 3: Confidentiality and Compliance - Members of the Audit Committee are obligated to maintain confidentiality during the annual report preparation and must avoid insider trading during specified periods [5]. - All communications and evaluations related to the annual report must be documented and signed by the involved parties for record-keeping [5][6]. - The procedures outlined in the document must comply with existing laws and regulations, and any inconsistencies will require amendments to the operational guidelines [6][7].

Core Viewpoint - The company has established an investment incubation project co-investment system aimed at enhancing innovation and entrepreneurship among core personnel while managing investment risks and improving overall competitiveness for better shareholder returns [1][2]. Group 1: Investment Incubation Project Co-Investment System - The co-investment system allows eligible core personnel to invest in and hold equity in the company's innovative business subsidiaries through an employee stock ownership platform [1]. - The system is designed to stimulate innovation and entrepreneurship, reduce investment risks, and strengthen the execution and combat effectiveness of the company’s team [1][2]. - The company retains a minimum ownership stake of 51% in any investment incubation project subsidiary [1][2]. Group 2: Management and Implementation - A leadership group for the co-investment system has been established, led by the chairman, to oversee the implementation and progress of the co-investment plans [2]. - Core personnel participating in the co-investment must independently raise funds and bear the investment risks without any financial support from the company [2][3]. - The leadership group will determine the investment amounts, equity ratios, and the list of core personnel involved in the co-investment [2]. Group 3: Rights and Obligations - Core personnel must pay their co-investment contributions on time, or they risk losing their investment qualifications [3]. - The employee stock ownership platform can exit investments through mergers or transfers, with profits distributed based on actual contributions [3][4]. - The rights and obligations of participating core personnel will be defined in agreements that align with the co-investment system [4]. Group 4: Exit and Adjustment Mechanisms - The employee stock ownership platform has the right to exit the investment projects, but the company retains a priority repurchase right [4][5]. - If the investment project subsidiary meets the conditions for independent listing, the company will support its spin-off listing [5]. - Adjustments to the co-investment system may be required based on long-term project health or regulatory demands, with the employee stock ownership platform expected to cooperate [5].

Core Points - The company aims to strengthen and standardize its fund management to prevent the controlling shareholder and related parties from occupying company funds [1][2] - The company establishes a long-term mechanism to protect the legitimate rights and interests of the company, shareholders, and other stakeholders [1][2] Group 1: Principles of Fund Management - The controlling shareholder must exercise their rights in accordance with the law and must not harm the interests of the company and public shareholders through fund occupation [2] - The company should continuously improve mechanisms to prevent fund occupation by controlling shareholders and related parties [2][3] - The company must strictly limit the occupation of operational funds in transactions with controlling shareholders and related parties [2][3] Group 2: Regulations on Related Transactions - Related transactions must be conducted according to the company's articles of association and related decision-making systems [3] - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including loans and guarantees without real transaction backgrounds [3][4] Group 3: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation by controlling shareholders and related parties [4] - A leadership group is established to supervise and manage the daily prevention of fund occupation [4][5] - Relevant responsible persons must monitor fund flows strictly to prevent non-operational occupation of funds by major shareholders and related parties [5][6] Group 4: Accountability and Penalties - Controlling shareholders and actual controllers who violate regulations and cause losses must bear compensation responsibilities [6][7] - The board of directors will take serious actions against those who assist or condone fund occupation by controlling shareholders [7] - The company will apply for judicial freezing of shares held by controlling shareholders if fund occupation is detected [7][8]

《上市公司股份回购 广东新劲刚科技股份有限公司 第一章 总则 第一条 为促进广东新劲刚科技股份有限公司（以下简称"公司"）的规范运 作，规范公司的股份回购行为，提高公司治理水平，加强内部控制制度建设，切 实维护公司股东特别是中小股东的合法权益，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》）、《关于支 持上市公司回购股份的意见》 （以下简称《回购股份意见》）、 规则》（以下简称《回购规则》）、《深圳证券交易所创业板股票上市规则》（以下 简称《上市规则》）、《深圳证券交易所上市公司自律监管指引第 9 号—回购股份 （2023 年修订）》 （以下简称《监管指引第 9 号》）等法律、行政法规以及《广东 新劲刚科技股份有限公司章程》 （以下简称《公司章程》）等规定，结合公司实际 情况，制定本制度。 第二条 本制度所称的股份回购，是指公司在下列情况下，经《公司章程》 规定的程序通过，可以依照法律、行政法规、部门规章及《公司章程》的规定， 回购本公司股份的行为： （一）减少公司注册资本； （二）与持有本公司股票的其他公司合并； （三）将股份用于员工持股计划或者股权激励 ...

Core Points - The company aims to establish a scientific and effective incentive and restraint mechanism for the compensation management of its directors and senior management to ensure the achievement of its strategic development goals [1] Compensation Management Structure - The shareholders' meeting is responsible for reviewing the compensation management system for directors, while the board of directors is responsible for reviewing the compensation management system for senior management [2] - The Compensation and Assessment Committee of the board of directors is tasked with formulating assessment standards and compensation policies for directors and senior management [2] Compensation Standards - The compensation for senior management consists of a basic salary and performance-based salary, calculated as annual compensation = basic salary + performance salary [2][3] - Directors receive a director's allowance, which is not provided to directors holding other positions in the company or its subsidiaries [2] Compensation Distribution - The director's allowance is paid monthly, while the basic salary for senior management is also paid monthly, with performance-based salary distributed according to the assessment cycle [2] - Compensation is subject to personal income tax deductions as per national regulations [2] Compensation Adjustment - The compensation system is designed to serve the company's operational strategy and will be adjusted according to changes in the company's operational status [2][3] - Adjustments to compensation are based on industry salary data and may include temporary special rewards or penalties approved by the Compensation and Assessment Committee [3][4] Additional Provisions - Any matters not covered by this system will be executed according to relevant laws, regulations, and the company's articles of association [4] - The board of directors is authorized to amend this system based on legal and regulatory changes, subject to approval by the shareholders' meeting [4]

Core Viewpoint - The company establishes a comprehensive framework for managing forward foreign exchange settlement and sales to mitigate exchange rate risks and ensure compliance with relevant regulations [1][2]. Group 1: General Principles - The company aims to conduct forward foreign exchange transactions primarily for hedging purposes, not for speculative profit [1][2]. - Transactions must be conducted with approved financial institutions and based on actual foreign currency assets and cash flows [2][3]. Group 2: Operational Guidelines - The company must establish its own forward foreign exchange trading accounts and cannot use third-party accounts [2]. - The total amount of forward foreign exchange contracts must not exceed the company's foreign currency assets and cash flows [2][3]. Group 3: Approval Authority - Forward foreign exchange transactions that do not exceed 50% of the company's latest audited total assets require board approval [3]. - Transactions that reach or exceed this threshold must be approved by the shareholders' meeting [3]. Group 4: Organizational Structure and Responsibilities - The board authorizes the establishment of a forward foreign exchange leadership group responsible for managing these transactions [3][4]. - The leadership group includes key executives and is tasked with reviewing and approving transaction proposals [4]. Group 5: Decision-Making Procedures - The foreign trade department uses daily bank rates to quote prices to customers and forecasts foreign currency receipts based on customer orders [4][5]. - The leadership group reviews and approves transaction proposals within their authority [5]. Group 6: Risk Management and Reporting - The company must monitor exchange rate fluctuations and report significant risks to the leadership group for decision-making [6][7]. - If losses exceed 10% of the latest audited net profit, the leadership group must report to the chairman and board [6][7]. Group 7: Information Disclosure - The company must disclose forward foreign exchange transactions after board approval, detailing the necessity and rationale [7][8]. - In case of significant risks, the company must report to regulatory bodies within two trading days [8].

广东新劲刚科技股份有限公司 董事会战略委员会工作细则 第一章 总则 第一条 为了适应广东新劲刚科技股份有限公司（以下简称"公司"）战略发 展需要，增强公司核心竞争力，确定公司发展规划，健全战略规划的决策程序，加 强决策科学性，提高重大投资决策的效益和决策的质量，完善公司治理结构，根据 《中华人民共和国公司法》等法律、法规、规范性文件和公司章程的规定，公司董 事会设立战略委员会，并制订本工作细则。 第二条 战略委员会是董事会设立的专门工作机构，战略委员会对董事会负责， 委员会的提案提交董事会审议决定。 第三条 战略委员会行使下列职权： （一）对公司长期发展战略进行研究并提出建议； （二）对公司章程规定须经董事会批准的重大投资决策、融资方案进行研究并 提出建议； （三）对公司章程规定须经董事会批准的重大资本运作、资产经营项目进行研 究并提出建议； （二）由二分之一以上独立董事提名； （三）由全体董事的三分之一以上提名。 战略委员会委员由董事会选举产生。 （四）对其他影响公司发展的重大事项进行研究并提出建议； （五）对以上事项的实施进行检查； （六）董事会授权的其它事项。 第四条 公司董事会秘书负责日常工作联络、会 ...