Group 1 - The company establishes an Audit Committee to enhance internal auditing and risk control systems, ensuring the protection of the company and shareholders' rights [4][16] - The Audit Committee consists of three directors, with a majority being independent directors, and is responsible for reviewing financial information, supervising audits, and assessing internal controls [2][3] - The committee is tasked with reporting necessary measures or improvements to the board and providing recommendations [10][11] Group 2 - The committee's responsibilities include evaluating the effectiveness of internal controls, reviewing internal audit reports, and coordinating communication between management and external auditors [16][18] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the board [6][7] - The committee is required to disclose its annual performance in the company's annual report, including meeting frequency and specific duties fulfilled [11][12] Group 3 - The company has established a Strategic Committee to ensure the appropriateness and feasibility of its development strategy and overall planning [16][19] - The Strategic Committee is responsible for researching and proposing recommendations on long-term strategies, major investments, and structural adjustments [18][19] - The committee's meetings can be convened as needed, with a requirement for a quorum of two-thirds of its members to be present [20][21] Group 4 - The company has set up a Nomination Committee to optimize the composition of the board and establish a sound nomination system for directors and senior management [26][29] - The Nomination Committee is responsible for proposing candidates for directors and senior management, ensuring compliance with relevant laws and regulations [30][31] - The committee's recommendations must be documented in the board's resolutions, including reasons for any non-acceptance [41][42] Group 5 - The company has created a Compensation and Assessment Committee to establish and regulate personnel compensation and assessment systems [40][41] - The committee is tasked with developing evaluation standards for directors and senior management, as well as reviewing compensation policies [42][43] - The committee's meetings require a majority presence of its members, and decisions must be made based on a majority vote [44][45]

Core Viewpoint - The company has established a comprehensive system for external guarantees to mitigate risks associated with such guarantees, ensuring compliance with relevant laws and regulations [1][6]. Group 1: Guarantee Principles - The company defines guarantees as responsibilities provided to third parties for their bank debts or other obligations, including various forms such as guarantees, mortgages, or pledges [1]. - All guarantees must be managed uniformly by the company, requiring approval from the board of directors or shareholders as per the company's articles of association [1][3]. - The total amount of external guarantees should not exceed 50% of the latest audited consolidated net assets [1][4]. Group 2: Approval Management - The board of directors must approve any external guarantees, requiring a two-thirds majority of attending directors [3][4]. - Guarantees exceeding certain thresholds, such as 50% of net assets or 30% of total assets, must be submitted for shareholder approval [4][5]. - Shareholders with a conflict of interest must abstain from voting on guarantee matters related to them [3][5]. Group 3: Risk Management - The company must conduct thorough due diligence on the financial and operational status of the parties for whom guarantees are provided [1][4]. - Independent opinions from financial advisors or auditors are required to assess the legality and potential risks of the guarantees [5]. - The company must maintain accurate records and regularly review the status of guarantees to ensure compliance and mitigate risks [5][6]. Group 4: Responsibilities and Accountability - Directors and senior management are held accountable for unauthorized guarantees that result in company losses [6]. - The company must take remedial actions if a guaranteed party fails to meet their obligations [6]. - Any breaches of the guarantee procedures may lead to legal consequences for responsible individuals [6].

Core Points - The document outlines the management structure and decision-making procedures for the company, emphasizing the roles and responsibilities of the General Manager and other senior management personnel [1][2][3] - It establishes qualifications and disqualifications for the position of General Manager, ensuring that individuals in this role meet ethical and professional standards [1][2] - The document details the powers and responsibilities of the General Manager, including the authority to manage daily operations and report to the Board of Directors [2][3] - It specifies the reporting obligations of the General Manager regarding significant contracts, financial situations, and operational changes [3][4] - The document includes provisions for the performance evaluation and compensation of the General Manager, linking it to company performance [6][7] Group 1: Management Structure - The company has a General Manager, several Vice General Managers, a Board Secretary, and a Chief Financial Officer [1] - The General Manager is responsible for daily operations and reports to the Board of Directors [1][2] - The appointment and dismissal of the General Manager must follow legal procedures and be documented in a contract [1][2] Group 2: Qualifications and Disqualifications - The General Manager must possess professional ethics and business competence [1] - Specific disqualifications include criminal convictions, bankruptcy responsibilities, and being listed as a dishonest debtor [1][2] Group 3: Powers and Responsibilities - The General Manager has the authority to implement the Board's decisions, manage the company's operations, and propose appointments for senior management [2][3] - Responsibilities include reporting on significant contracts, financial performance, and market conditions [3][4] Group 4: Reporting Obligations - The General Manager must report to the Board on major contracts, financial situations, and any significant operational changes [3][4] - Immediate reporting is required in cases of legal issues or significant financial distress [3][4] Group 5: Performance Evaluation and Compensation - The Board is responsible for evaluating the General Manager's performance [6] - Compensation is linked to both company performance and individual achievements [6][7]

Core Points - The company emphasizes the importance of accurately disclosing the actual use of raised funds and ensuring their safety and effectiveness [1][4][6] - The management of raised funds must comply with national industrial policies and relevant laws, primarily focusing on enhancing the company's competitiveness and innovation capabilities [2][6] - Any changes in the use of raised funds require approval from the shareholders' meeting and must adhere to information disclosure obligations [2][8] Fund Management and Use - The company must establish a dedicated account for raised funds, ensuring that these funds are not mixed with other funds or used for unauthorized purposes [9][10] - A tripartite supervision agreement must be signed with the sponsor institution and the commercial bank to oversee the use of raised funds [10][11] - The company is required to conduct a comprehensive review of the progress of investment projects every six months and disclose the findings in a special report [5][14] Fund Usage Restrictions - Raised funds should primarily be used for the main business and cannot be used for high-risk investments or financial investments [6][12] - If the actual investment progress deviates significantly from the planned investment, the company must explain the reasons and adjust the investment plan accordingly [14][31] - The company must ensure that raised funds are not misappropriated by controlling shareholders or related parties [6][12] Changes in Fund Use - Any change in the use of raised funds must be approved by the board of directors and the shareholders' meeting, with clear justifications provided [20][24] - The company must conduct feasibility analyses for new investment projects to ensure they have good market prospects and profitability [20][28] - The company must disclose any changes in the implementation location of investment projects and the reasons for such changes [20][29]

Core Points - The company establishes rules to regulate its behavior, enhance the efficiency of shareholder meetings, and protect the rights of shareholders, especially minority shareholders [1] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 1: Shareholder Meetings - The company holds annual shareholder meetings once a year within six months after the end of the previous fiscal year, and temporary meetings are called as needed within two months of the occurrence of specific circumstances [2] - If the company cannot convene a shareholder meeting within the specified time, it must report to the local regulatory authority and the Shenzhen Stock Exchange, explaining the reasons and making an announcement [2] Group 2: Proposals and Notifications - Independent directors can propose to convene a temporary shareholder meeting, and the board must respond within ten days of receiving the proposal [3] - The board must notify shareholders of the meeting within five days if it agrees to convene a temporary meeting [3] Group 3: Rights of Shareholders - Shareholders holding 10% or more of the company's shares can request the board to convene a temporary meeting, and the board must respond within ten days [5] - If the board does not respond or refuses to convene the meeting, shareholders can request the audit committee to convene the meeting [5] Group 4: Meeting Procedures - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [4] - Legal opinions must be obtained on the legality of the meeting's procedures, the qualifications of attendees, and the validity of voting results [4] Group 5: Voting and Resolutions - Shareholder meetings can adopt ordinary resolutions with more than half of the voting rights present and special resolutions with two-thirds of the voting rights present [49] - The company must implement resolutions regarding profit distribution or capital increase within two months after the meeting [54] Group 6: Record Keeping - Meeting records must include details such as the time, location, agenda, and the number of shareholders present, and must be kept for at least ten years [17][18]

Core Points - The article outlines the governance structure and requirements for independent directors at Rihorongmei Co., Ltd, emphasizing the importance of independence and qualifications for effective oversight [4][12][22] Group 1: Independent Director Qualifications - Independent directors must have a senior professional title in economic management and at least five years of full-time work experience in accounting, auditing, or financial management [3][4] - They should possess basic knowledge of listed company operations and be familiar with relevant laws and regulations [4][6] - At least one-third of the board members must be independent directors, including at least one accounting professional [4][6] Group 2: Independence Criteria - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [4][5] - Individuals with significant business relationships or who have held certain positions within the company or its major shareholders are prohibited from serving as independent directors [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 decision-making [14][15] - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [15][19] Group 4: Election and Termination - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be elected by the shareholders [8][9] - Their term coincides with that of other directors, with a maximum consecutive term of six years [11][12] Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, interactions with shareholders, and any significant issues encountered during their tenure [11][17] - They are required to disclose any dissenting opinions on board resolutions, ensuring transparency in decision-making [12][18]

日禾戎美股份有限公司 第一章 总则 第一条 为规范日禾戎美股份有限公司（以下简称"公司"）与关联方之间的 关联交易，保证公司与关联方之间所发生的交易符合公平、公开、 公正的原则，维护公司与全体股东的合法权益，根据《中华人民共 和国公司法》《深圳证券交易所创业板股票上市规则》（以下简称 "《上市规则》"）《企业会计准则第 36 号－－关联方披露》等相 关法律、法规、规范性文件及《日禾戎美股份有限公司章程》（以 下简称"《公司章程》"），并参照中国证监会、深圳证券交易所的 相关规定，特制定本制度。 第二章 关联交易和关联人的界定 第二条 关联交易是指公司或其控股子公司与公司关联人之间转移资源、劳 务或义务的行为（不论是否收取价款），主要包括： (一) 购买或出售资产； (二) 对外投资（含委托理财、对子公司投资等，设立或者增资全资 子公司除外）； (三) 提供财务资助（含委托贷款）； (四) 提供担保（指公司为他人提供的担保，含对控股子公司的担 保）； (五) 租入或租出资产； (六) 签订管理方面的合同（含委托经营、受托经营等）； (七) 赠与或受赠资产； (八) 债权或债务重组； (九) 研究与开发项目的转移 ...

日禾戎美股份有限公司 第一章 总则 第一条 为完善日禾戎美股份有限公司（以下简称"公司"）治理，规范董事会 秘书行为，保证其认真行使职权、忠实履行义务，促进董事会的高效运作和科学决策， 维护公司、股东、债权人及全体职工的合法权益，特制定本工作细则。 第二条 本工作细则制定依据：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》、 《上市公司治理准则》、 《深圳证券交易所创业板 股票上市规则》 （以下简称"《上市规则》"）等法律、行政法规、规范性文件及《日禾 戎美股份有限公司章程》 （以下简称"《公司章程》"）的规定。本工作细则是董事会秘 书执行职务过程中的基本行为准则。 董事会秘书应切实履行《上市规则》规定的各项职责，采取有效措施督促上市公 司建立信息披露管理制度及重大信息内部报告制度，明确重大信息的范围和内容及各 相关部门（包括公司控股子公司）的重大信息报告责任人，做好信息披露相关工作。 第二章 董事会秘书的任职条件 第五条 董事会秘书应当具有必备的专业知识和经验，具有良好的个人品质和 职业道德。 第六条 董事会秘书不得在控股股东、实际控制人及其控制的其他企业中担任 除董 ...

Core Points - The company has established a system for managing insider information to ensure compliance with relevant laws and regulations, aiming to protect investors' rights and maintain fair information disclosure [1][2][3] - The board of directors is responsible for managing insider information, with the chairman being the primary responsible person [1][2] - The company defines insider information as any unpublicized information that could significantly impact the company's operations, finances, or stock prices [5][6] Group 1: Insider Information Management - The company must maintain accurate and complete records of insider information and its recipients, ensuring confidentiality and preventing insider trading [2][3] - The securities affairs department is tasked with the daily management of insider information, requiring approval from relevant department heads before any external reporting [2][3] - Insider information includes significant changes in business strategy, major asset transactions, important contracts, and any events that could materially affect the company's financial status [5][6][7] Group 2: Insider Information Recipients - Insider information recipients include company directors, senior management, and any personnel who may access insider information due to their roles [6][7] - Shareholders holding more than 5% of the company's shares, as well as external parties involved in significant transactions, are also considered insider information recipients [7][8] - The company must ensure that all insider information recipients are documented and that their information is kept up to date [8][9] Group 3: Record-Keeping and Reporting - The company is required to maintain a detailed record of insider information recipients, including their names, contact details, and the nature of their relationship with the company [9][10] - Records must be submitted to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [9][10] - The company must also prepare a memorandum detailing the progress of significant matters, documenting each step and the individuals involved [9][10] Group 4: Confidentiality and Compliance - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [10][11] - The company must implement measures to limit the number of individuals who have access to insider information prior to its disclosure [10][11] - Any violations of insider information regulations will result in accountability measures, including potential termination and reporting to regulatory authorities [11][12]

日禾戎美股份有限公司 第一章 总则 第一条 为了防范控股股东、实际控制人及关联方占用日禾戎美股份有限公司 （以下简称"公司"）资金，杜绝控股股东、实际控制人及关联方资金占用行为的 发生，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》"）、《深圳证券交易所创业板股票上市 规则》（以下简称"《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》（以下简称"《创业板上市公司 规范运作指引》"）、《上市公司监管指引第 8 号——上市公司资金往来、对外担 保的监管要求》以及《日禾戎美股份有限公司章程》（以下简称"《公司章程》"） 以及相关法律法规有关规定，结合公司实际，制定本制度。 第二条 公司董事、高级管理人员对维护公司资金安全有法定义务。 第三条 本制度所称的公司含本公司及纳入本公司合并报表范围的子公司。公司 控股股东、实际控制人及关联方与纳入合并会计报表范围的子公司之间的资金往来， 参照本制度执行。 第四条 本制度所称"关联方"是指根据《创业板股票上市规则》 所界定的关联 方。 第五条 本制度所称资金占用包 ...