Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Jiangsu Jinling Sports Equipment Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1]. Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - If a director's resignation results in the board falling below the legal minimum number of members, the director must continue to fulfill their duties until a new director is appointed [3][4]. - The shareholders' meeting can decide to dismiss a director, effective immediately upon resolution [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within five working days after their resignation becomes effective [4]. - If there are significant unresolved matters, the audit committee may initiate a departure audit [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty to the company and confidentiality regarding sensitive information continue after resignation [5]. - Resigning personnel must report any changes in their shareholdings and are restricted from transferring shares within six months post-resignation [5][6]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [6]. - Resigning personnel can appeal the board's decisions regarding accountability within fifteen days [6]. Chapter 6: Supplementary Provisions - The system will be effective upon approval by the board and will be revised in accordance with any changes in laws or regulations [6].

Core Viewpoint - The company aims to enhance its investment value and shareholder returns through effective market value management strategies, focusing on improving company quality and maintaining investor trust [1][2]. Group 1: Objectives and Principles of Market Value Management - The primary goal of market value management is to protect the interests of investors, especially small and medium-sized investors, while promoting the company's operational quality and development [1][2]. - The management principles include compliance with laws, value creation through core business development, maximizing long-term shareholder interests, scientific management based on key factors affecting investment value, and maintaining integrity [2][3]. Group 2: Organizational Structure and Responsibilities - The Board of Directors is the leading body for market value management, responsible for setting long-term investment value goals and ensuring that investor interests are considered in major decisions [2][3]. - A Market Value Management Committee is established to formulate and decide on significant market value management plans, with the Chairman of the Board serving as the committee head [3][4]. Group 3: Main Methods of Market Value Management - The company will focus on its core business and adopt various strategies to enhance operational capabilities and overall quality, including mergers and acquisitions, equity incentives, cash dividends, investor relations management, and share buybacks [5][6]. - Mergers and acquisitions will be utilized to strengthen core competitiveness and expand business coverage, while equity incentives will align the interests of management and employees with long-term company value [5][6]. Group 4: Compliance and Ethical Standards - The company and its stakeholders must adhere to compliance standards, avoiding actions such as insider trading, misleading disclosures, and market manipulation [7]. - There is a strong emphasis on maintaining a healthy market environment and ensuring that all market value management activities are conducted within legal frameworks [7].

Core Points - The document outlines the procedures and requirements for Jiangsu Jinling Sports Equipment Co., Ltd. to select and appoint accounting firms for auditing purposes, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: General Principles - The company establishes a system for the selection of accounting firms to ensure compliance with the Company Law and other relevant regulations [2] - The selection process must be approved by the Audit Committee and the Board of Directors, and ultimately decided by the shareholders' meeting [2][3] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation [4] - The firms should have a fixed workplace, sound organizational structure, and robust internal management systems [4] Group 3: Selection Procedures - The selection process includes competitive negotiations, public bidding, and other methods to ensure fairness and transparency [3][5] - The Audit Committee is responsible for overseeing the selection process and evaluating the performance of the appointed accounting firms [5][6] Group 4: Reappointment and Replacement - The company may reappoint accounting firms that meet selection criteria without going through the public selection process, subject to annual review by the Audit Committee [3][6] - The company must replace accounting firms under specific circumstances, such as significant quality defects or delays in audit work [6][7] Group 5: Supervision and Penalties - The Audit Committee is tasked with monitoring the performance of the selected accounting firms and ensuring compliance with auditing standards [7][8] - Serious violations by accounting firms can lead to disqualification from future appointments [8]

Core Points - The document outlines the external guarantee system of Jiangsu Jinling Sports Equipment Co., Ltd, aiming to regulate external guarantee behaviors and control risks [1][2] - The system applies to the company and its controlling subsidiaries, defining external guarantees as providing guarantees or collateral for others [1][2] - The principles of external guarantees include legality, prudence, mutual benefit, and safety, with strict controls on debt risks [2][3] Summary by Sections General Principles - The external guarantee system is established to protect shareholders and investors' rights based on relevant laws and regulations [1] - The system applies to the company and its controlling subsidiaries, with specific definitions of external guarantees [1][2] Basic Principles of External Guarantees - Guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [2] - The board of directors or shareholders must review and approve any external guarantees [2][3] Approval Authority and Procedures - The finance department and board office are responsible for daily management of external guarantees [3] - A thorough analysis of the applicant's financial status and risks must be conducted before approval [3][4] Management of External Guarantees - The company must implement risk control measures and conduct due diligence on the guaranteed party [4][5] - Contracts for guarantees must be in writing, and the company must manage these contracts diligently [6][7] Information Disclosure - The company is required to disclose all external guarantee matters to the auditing firm and announce board or shareholder resolutions regarding guarantees [8][9] - Specific conditions trigger the need for timely disclosure, such as failure to repay debts or significant changes in the guaranteed party's financial status [9][10]

General Principles - The rules are established to standardize the behavior of Jiangsu Jinling Sports Equipment Co., Ltd. and ensure shareholders can exercise their rights according to the law [2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [2][3] Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority body and must exercise its powers within the scope defined by the Company Law and the company's articles of association [3] - Certain transactions must be submitted for shareholders' approval if they meet specific criteria, such as electing directors, approving profit distribution plans, and significant asset transactions [3][4] Transaction Approval Criteria - Transactions involving assets exceeding 30% of the company's latest audited total assets must be submitted for approval [4] - Related party transactions exceeding 30 million RMB and 5% of the company's latest audited net assets must also be submitted for approval [4] Shareholders' Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [8] - Temporary meetings can be convened under specific circumstances, such as when the number of directors is insufficient or when requested by shareholders holding more than 10% of shares [8][9] Proposals and Notifications - Proposals for the shareholders' meeting must fall within the powers of the meeting and be submitted in writing at least 10 days before the meeting [15][16] - Notifications for the annual meeting must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [18] Voting and Resolutions - Each share has one vote, and the voting must be conducted in a fair manner without manipulation [20] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from the attending shareholders [50][52] Meeting Records - The company must keep detailed records of the meeting, including attendance, proposals, and voting results, for at least 10 years [26]

Core Points - The company aims to enhance its governance structure and investor relations to foster long-term, stable relationships with investors, thereby maximizing company value and shareholder interests [2][3] - The investor relations management is defined as a continuous management activity that strengthens communication between the company and its investors [3][4] - The company emphasizes the principles of fairness, justice, and openness in its investor relations management, ensuring equal treatment of all investors [4][5] Group 1: Objectives and Principles - The primary objective of investor relations management is to deepen investors' understanding and recognition of the company [5] - The basic principles include compliance, equality, proactivity, and honesty in investor relations activities [10][11] Group 2: Communication Channels and Methods - The company is required to utilize multiple channels and platforms for investor relations, including its official website, new media platforms, and various communication methods such as meetings and roadshows [4][8] - Communication content must adhere to compliance principles, ensuring that all disclosed information is accurate and not misleading [10][11] Group 3: Responsibilities and Management - The board secretary is responsible for organizing and coordinating investor relations management activities, ensuring effective communication with investors [31][32] - The company must maintain a record of investor relations activities, including details of participants and discussion content, to ensure transparency [27][39] Group 4: Investor Engagement - The company is encouraged to actively engage with small and medium investors, providing opportunities for their participation in various activities [7][8] - Investor meetings should be announced in advance, and the company must ensure that all investors have equal access to information [6][8]

Core Points - The document outlines the "Information Disclosure Postponement and Exemption Management Measures" for Jiangsu Jinling Sports Equipment Co., Ltd, aiming to regulate information disclosure practices and protect the rights of stakeholders [1][2] - The company can postpone or exempt disclosure of information that is uncertain, considered a trade secret, or could harm the company or investors if disclosed [2][3] - The measures apply to all departments, branches, and subsidiaries of the company [1] Section Summaries General Provisions - The purpose of the measures is to standardize information disclosure and enhance management [1] - The company must prudently judge whether to postpone or exempt disclosure based on specific criteria [1][2] Applicable Situations and Conditions - Information that is classified as a state secret or could violate laws if disclosed may be exempted from disclosure [2] - The definition of trade secrets and state secrets is provided, emphasizing the need for confidentiality [2] - Conditions for postponement or exemption include the absence of abnormal stock trading fluctuations [2] Application and Approval - The company must carefully determine if information qualifies for postponement or exemption and take measures to prevent leaks [3] - An internal approval process is established for handling such disclosures [3][4] Responsibilities and Measures - Departments must promptly inform the securities affairs management department of any relevant information [4] - The securities affairs management personnel will review the need for postponement or exemption before submission to the board secretary [4][5] - Effective measures must be taken to prevent leaks and ensure confidentiality among those privy to the information [5] Additional Provisions - The document states that if the reasons for postponement or exemption are resolved, the company must disclose the information promptly [5] - The company retains the right to take action against personnel who violate these measures and cause significant harm [5] - The measures will be effective upon approval by the board of directors and will be revised as necessary [6]

Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making function of the board of directors, improve the audit evaluation and supervision mechanism, and ensure effective oversight of senior management by the board [1]. Group 1: General Provisions - The Audit Committee is a specialized working body under the board of directors, responsible for reviewing financial information, supervising internal and external audits, and assisting the board in related tasks [1][2]. - The Audit Committee operates independently and is not subject to interference from other departments within the company [1]. Group 2: Composition of the Committee - The Audit Committee consists of three members appointed by the board, with a majority being independent directors who also serve as the convener [2]. - The term of the Audit Committee members aligns with that of the board, and any vacancy must be filled within 60 days [2]. Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audit work, reviewing financial reports, and guiding the internal audit department [4][5]. - The committee is authorized to propose the hiring or replacement of external auditors and must ensure that its recommendations are free from undue influence [5][6]. Group 4: Decision-Making Procedures - The Audit Committee must hold at least one regular meeting each quarter and can convene temporary meetings as necessary [20][21]. - Decisions made by the committee require the approval of more than half of its members [27]. Group 5: Meeting Protocols - Meeting notifications must be sent out in advance, detailing the time, location, and agenda [20][22]. - The committee's meetings can be attended by internal audit members and other invited personnel, but only committee members have voting rights [30][31]. Group 6: Conflict of Interest - Members with a direct or indirect interest in the matters discussed must disclose their relationship and abstain from voting [35][36]. - The committee must ensure that the presence of interested members does not affect the quorum required for decision-making [37]. Group 7: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant laws and regulations, and the rules will take effect upon approval by the board [39][40].

General Principles - The company aims to strengthen management control over subsidiaries, standardize internal operations, and protect investor interests [1] - Subsidiaries are defined as companies where the company holds more than 50% of the shares or has actual control over them [1] - The goal of enhancing subsidiary management is to establish effective control mechanisms and improve operational efficiency and risk resistance [1] Management of Directors, Supervisors, and Senior Management - The company exercises shareholder rights through the subsidiary's shareholders' meeting to elect directors and supervisors [2] - Senior management personnel in subsidiaries are nominated according to company regulations [2] - Directors and senior management must adhere to legal obligations and cannot exploit their positions for personal gain [2][3] Operational and Investment Decision Management - Subsidiaries must align their operational plans with the company's overall strategy [3] - The company sets annual economic targets for subsidiaries based on their business characteristics [3][4] - Investment decisions must follow a structured process, including feasibility studies and evaluations [3][4] Financial Management - Subsidiaries are required to implement national financial policies and ensure the legality and accuracy of accounting records [8] - Financial managers are appointed by the company's finance department [8] - Subsidiaries must adhere to the company's financial accounting system and submit timely financial reports [9] Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance and efficiency [9] - Audits cover various aspects, including economic efficiency and major contracts [9] Information Disclosure Management - The chairman of the subsidiary is responsible for information disclosure, with the general manager designated for specific tasks [10] - Subsidiaries must comply with the company's information disclosure management system [10] Applicability and Effectiveness - The established system applies to all controlled subsidiaries of the company [11] - The system is effective upon approval by the company's board of directors [11]

Core Viewpoint - The document outlines the management measures for insider information at Jiangsu Jinling Sports Equipment Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect the rights of the company and its shareholders [1][2]. Group 1: Insider Information Management - The company must establish a file for insider information and appoint the board of directors as the managing body, with the chairman as the primary responsible person [2]. - The securities department is designated as the sole information disclosure agency, responsible for the supervision, management, registration, and disclosure of insider information [2][3]. - All directors, senior management, and responsible personnel must ensure confidentiality and cooperate with the board secretary in registering insider information [2][3]. Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [3][4]. - The scope of insider information includes major changes in business policies, significant asset transactions, important contracts, and any major losses or debts [3][4][5]. Group 3: Registration and Filing of Insider Information - The company must maintain a record of insider information personnel, including their names, positions, and the circumstances under which they obtained the information [4][5]. - Insider information personnel must complete a registration form upon learning of insider information, which is to be filed with the board secretary [4][5]. Group 4: Confidentiality Obligations and Penalties - Insider information personnel are prohibited from disclosing any insider information before it is publicly announced and must not use such information for personal gain [9][10]. - Violations of confidentiality can lead to disciplinary actions, including warnings, demotions, or termination, depending on the severity of the breach [11][12]. Group 5: Compliance and Reporting - The company is required to report any insider trading or breaches of confidentiality to the relevant regulatory authorities within two working days [11][12]. - The board of directors is responsible for verifying the accuracy of the insider information personnel records and ensuring compliance with disclosure obligations [6][11].