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].

Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Jiangsu Jinling Sports Equipment Co., Ltd, aiming to protect the rights of shareholders and creditors while ensuring compliance with relevant laws and regulations [2][12]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties, including asset purchases or sales, external investments, financial assistance, guarantees, leasing, and more [2][3]. - Related parties include both legal entities and natural persons that have a special relationship with the company, potentially leading to biased interests [4]. Group 2: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, transparency, and should not harm the interests of the company or other shareholders [3][6]. - The pricing of related party transactions should generally align with market standards, and any transactions involving guarantees must be approved by the shareholders' meeting [3][6]. Group 3: Decision-Making Procedures for Related Party Transactions - Proposals for related party transactions must be detailed, including specifics on pricing and impacts on the company and shareholders [5][6]. - Certain transactions can be exempt from shareholder approval, such as those involving public bidding or transactions where the company gains unilateral benefits [6][7]. Group 4: Documentation and Approval Requirements - Written agreements must be established for related party transactions, clearly defining the rights and obligations of both parties [6][9]. - Transactions exceeding 30 million yuan or 5% of the latest audited net assets require independent evaluation and shareholder approval [9][10]. Group 5: Responsibilities and Oversight - The board of directors must ensure that related party transactions are not executed without proper approval and must take protective measures against potential losses from related party actions [9][10]. - Independent directors must provide opinions on related transactions before they are submitted for board review [7][9].

江苏金陵体育器材股份有限公司 董事会议事规则 第一章 总则 第一条 为规范江苏金陵体育器材股份有限公司（以下简称"公司"）董事会的 议事方式和决策程序，促使董事和董事会有效地履行职责，提高董事会规范运作和科 学决策水平，充分发挥董事会的经营决策中心作用，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》等有关法律、法规、规 范性文件和《江苏金陵体育器材股份有限公司章程》（以下简称"《公司章程》"）之规 定制定本规则。 第二条 董事会是公司的经营决策机构。董事会受股东会的委托，负责经营和管 理公司的法人财产，对股东会负责。 第三条 董事会由不超过 9 名董事组成，设董事长 1 人，副董事长 1 人，董事长、 副董事长由董事会以全体董事的过半数选举产生。 董事会中的职工代表由公司职工通过职工大会、职工代表大会、工会或者其他形 式民主选举产生，无需提交股东会审议。公司董事会中职工代表担任董事的名额不超 过 1 人。 第四条 公司董事会下设薪酬与考核委员会、审计委员会、提名委员会、战略委 员会。专门委员 ...

第一章 总则 第一条 为规范江苏金陵体育器材股份有限公司（以下简称"公司"）的行为， 保证股东会依法行使职权，维护股东的合法权益，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》"）、 《上市公司股东会规则》《深圳证券交易所创业板股票上市规则》（以下简称"《创 业板上市规则》"）、《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、规范性文件和《江苏金陵体育器材股份有限公 司公司章程》（以下简称"《公司章程》"）之规定制定本议事规则。 第二条 公司应当严格按照法律、行政法规、规范性文件、《公司章程》和本 议事规则的相关规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时召集、组织股东会。公司全体董事 应当勤勉尽责，确保股东会的正常召开和依法行使职权。 江苏金陵体育器材股份有限公司 股东会议事规则 （一） 选举和更换非由职工代表担任的董事，决定有关董事的报酬事项； （七） 修改《公司章程》； （八） 对公司聘用、解聘承办公司审计业务的会计师事务所作出决议； 1 （二） 审议批准董事会报告； ...

江苏金陵体育器材股份有限公司 董事会薪酬与考核委员会工作细则 第一章 总则 第一条 为进一步建立健全江苏金陵体育器材股份有限公司（以下简称"公司"） 董事及高级管理人员的薪酬与考核管理制度，完善公司治理结构，根据《中华人民 共和国公司法》《上市公司治理准则》《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、规范性文件和《江苏金陵体育 器材股份有限公司章程》（以下简称"公司章程"），公司特设立董事会薪酬与考 核委员会，并制定本细则。 第二条 薪酬与考核委员会是董事会下设的专门工作机构，主要负责研究公司 董事及高级管理人员的考核标准，进行考核并提出建议；负责研究、制定、审查公 司董事及高级管理人员的薪酬政策与方案，对董事会负责。 第三条 本实施细则所称董事是指在本公司领取薪酬的董事，高级管理人员是 指董事会聘任的总经理、副总经理、财务负责人、董事会秘书及由总经理提请董事 会认定的其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会由 3 名董事组成，独立董事应当过半数。 第五条 薪酬与考核委员会由董事长、二分之一以上独立董事或者全体董事的 三分之一提名，并由董事会选 ...