Core Points - The document outlines the regulations for related party transactions of Rihorongmei Co., Ltd, ensuring fairness, transparency, and protection of shareholder rights [1][2][3] - It defines related party transactions and the criteria for identifying related parties, including both legal entities and individuals [2][3] - The pricing principles and decision-making authority for related party transactions are established, emphasizing market price adherence and necessary approvals based on transaction amounts [3][4][5] Group 1 - Related party transactions include various activities such as asset purchases, financial assistance, and management contracts [1][2] - The criteria for determining related parties include control, shareholding, and significant influence over the company [2][3] - The document specifies the decision-making process for approving related party transactions, including thresholds for board and shareholder approval [3][4][5] Group 2 - The pricing of related party transactions should follow market principles, and if market prices are unavailable, costs and industry profit margins should be considered [3][4] - The company must disclose related party transactions exceeding specified monetary thresholds, ensuring independent board approval [3][4][5] - Procedures for avoiding conflicts of interest during board and shareholder meetings are outlined, requiring related parties to abstain from voting [6][7][8]

Core Points - The company has established guidelines to enhance governance and ensure the effective operation of the board of directors [1][7] - The board secretary is responsible for managing information disclosure and acts as a liaison between the company and the Shenzhen Stock Exchange [1][3] - The guidelines outline the qualifications, appointment, and responsibilities of the board secretary [2][5][17] Group 1: General Provisions - The guidelines aim to ensure the board secretary performs duties diligently and maintains the rights of the company, shareholders, creditors, and employees [1] - The guidelines are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 2: Appointment and Qualifications - The board secretary must possess necessary professional knowledge and experience, and must not hold other positions in controlling shareholders or related enterprises [2][6] - The appointment of the board secretary must be completed within three months after the initial public offering or the departure of the previous secretary [2][5] Group 3: Responsibilities and Rights - The board secretary is responsible for coordinating information disclosure, managing investor relations, and ensuring compliance with relevant regulations [5][17] - The company must provide necessary working conditions for the board secretary to fulfill their duties effectively [6][19] Group 4: Miscellaneous Provisions - The guidelines will be implemented upon approval by the board and will be modified as necessary to comply with future laws and regulations [7][21] - The board is responsible for the formulation, modification, and interpretation of these guidelines [7][22]

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]

Core Viewpoint - The company has established a set of regulations to prevent the controlling shareholders, actual controllers, and related parties from occupying company funds, ensuring the safety of the company's financial resources [1][2]. Group 1: Definitions and Scope - The term "fund occupation" includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of the controlling shareholders [2]. - The regulations apply to the company and its subsidiaries included in the consolidated financial statements [1]. Group 2: Principles for Prevention - The company prohibits any fund occupation by controlling shareholders and related parties during operational transactions [6]. - Specific methods of fund provision to controlling shareholders and related parties are strictly forbidden, including covering expenses, lending funds, and issuing commercial acceptance bills without real transaction backgrounds [7]. Group 3: Responsibilities and Measures - The company emphasizes the need for a long-term mechanism to prevent non-operational fund occupation by controlling shareholders [10]. - The board of directors and the general manager are responsible for approving related transactions and ensuring compliance with established regulations [14]. Group 4: Accountability and Penalties - Violations of these regulations by controlling shareholders or related parties will result in compensation responsibilities and potential legal consequences for responsible individuals [20][22]. - The company will impose administrative and economic penalties on responsible parties if non-operational fund occupation negatively impacts the company [23][24]. Group 5: Implementation and Amendments - The regulations will be effective upon approval by the company's shareholders and will be subject to amendments by the board of directors [27].

Core Points - The document outlines the rules and procedures for the board of directors of 日禾戎美股份有限公司, aiming to enhance governance and decision-making efficiency [1][2][17] - The board consists of five directors, including two independent directors and one employee representative, and is accountable to the shareholders [12][11] - Directors are elected for a term of three years and can be re-elected, with specific conditions for resignation and replacement [4][9] Group 1: Board Structure and Responsibilities - The board must ensure compliance with laws and the company's articles of association, treating all shareholders fairly [1][2] - Directors are required to attend meetings in person or delegate their voting rights, with specific rules governing attendance and representation [24][25] - The board has the authority to make significant decisions regarding the company's operations, including financial planning, capital changes, and major acquisitions [12][13] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with specific notice requirements for each type [18][21] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [28][43] - Detailed records of meetings must be kept, including attendance, agenda, and voting results, which are to be preserved for at least ten years [15][49] Group 3: Committees and Oversight - The board establishes specialized committees, including audit, nomination, compensation, and strategic committees, to enhance governance [15][3] - Committees are composed of directors, with independent directors holding a majority in certain committees [3][15] - The board is responsible for overseeing the implementation of its decisions and ensuring accountability among directors [10][50]

Core Viewpoint - The company establishes a comprehensive internal audit system to enhance internal control, promote economic management, and improve economic efficiency, in accordance with relevant laws and regulations [1][2]. Group 1: Internal Audit Framework - The internal audit system applies to all business segments related to financial reporting and information disclosure across the company's internal institutions, subsidiaries, and significant affiliates [1]. - Internal audit is defined as an evaluation activity conducted by the company's internal audit personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2]. - The company’s board of directors is responsible for the establishment and effective implementation of the internal control system, ensuring the accuracy and completeness of related information disclosures [2][3]. Group 2: Audit Committee and Personnel - An audit committee is established under the board of directors, consisting entirely of directors who are not senior management, with a majority being independent directors [3][4]. - The internal audit department operates independently under the guidance of the audit committee and is responsible for daily audit management [3][4]. - Internal auditors must maintain independence and adhere to principles of objectivity, integrity, and confidentiality [3][4]. Group 3: Responsibilities and Authority - The audit committee supervises the internal audit department, reviews annual audit plans, and reports on audit progress and significant issues to the board [4][5]. - The internal audit department is tasked with evaluating the integrity and effectiveness of internal control systems and auditing the legality and authenticity of financial data [5][6]. - Internal auditors have the authority to request documents, inspect financial records, and investigate serious violations of financial regulations [6][7]. Group 4: Reporting and Disclosure - The internal audit department must report at least quarterly to the board or audit committee on audit plan execution and identified issues [5][6]. - An annual internal control evaluation report must be prepared by the board or audit committee based on the internal audit department's findings, including a declaration of the report's authenticity [8][9]. - The company is required to disclose the internal control self-evaluation report alongside its annual report [9][10]. Group 5: Management and Compliance - The company must establish a mechanism for incentivizing and monitoring the internal audit department's performance [10][11]. - Any significant issues identified in the internal audit process must be reported to the Shenzhen Stock Exchange, and appropriate actions must be taken against responsible individuals [10][11]. - Violations of the internal audit system may result in disciplinary actions against departments or individuals involved [11][12].

Core Viewpoint - The company held its third board meeting on August 3, 2025, where it approved several resolutions regarding amendments to its articles of association and the use of idle funds for cash management [1][2][3]. Group 1: Board Meeting Details - The board meeting was conducted via email, with all five directors present, and was chaired by Chairman Guo Jian [1]. - The meeting complied with relevant laws and regulations, including the Company Law of the People's Republic of China [1]. Group 2: Resolutions Passed - The board approved amendments to the company's articles of association in accordance with the new Company Law and other regulatory requirements [2][3]. - The board proposed to authorize the management to handle necessary business registration and filing procedures related to the amendments [1][2]. Group 3: Financial Management - The company plans to use up to RMB 400 million of idle raised funds and RMB 1.6 billion of idle self-owned funds for cash management, valid for 12 months from the approval date [3][4]. - The board also approved the permanent replenishment of working capital using RMB 162.416 million of remaining raised funds, ensuring that this does not affect the company's operational needs [4][5]. Group 4: Upcoming Shareholder Meeting - The company intends to hold its first extraordinary general meeting of 2025 on August 25, 2025, to further discuss the approved resolutions [5].

Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on August 25, 2025, at 14:30 [1] - The meeting will be convened by the company's board of directors and complies with relevant laws and regulations [1][2] - Voting will be conducted through a combination of on-site and online methods [2] - The equity registration date is set for August 20, 2025 [2] Attendance and Voting - Shareholders holding voting shares as of the equity registration date can attend the meeting and appoint proxies [2] - The meeting location is at Shimao Business Plaza, Room 2902, No. 11 Minjiang East Road, Changshu City, Jiangsu Province [3] - Shareholders can vote either in person or via the Shenzhen Stock Exchange's online voting system [2][7] Agenda Items - The meeting will review several proposals, including amendments to the company's governance and financial management systems [5][10] - Specific proposals require a special resolution, needing approval from over two-thirds of the voting rights present at the meeting [6] - The company will separately count votes from small investors and disclose the results [6] Registration and Documentation - Shareholders must present identification and proof of shareholding to register for the meeting [6][7] - Documentation for proxy representation must include authorization letters and identification [6][9] - The company has provided detailed instructions for online voting procedures [8]

Core Viewpoint - The company plans to utilize part of its idle raised funds and idle self-owned funds for cash management, with a total limit of up to RMB 40 million from raised funds and RMB 160 million from self-owned funds, valid for 12 months from the date of shareholder meeting approval [1][6][7]. Summary by Sections 1. Basic Situation of Raised Funds - The company raised a total of RMB 1,890.12 million through the issuance of 57 million shares at a price of RMB 33.16 per share, with a net amount of RMB 1,732.68 million after deducting issuance costs [1][2]. 2. Investment Projects and Usage of Raised Funds - The total planned investment for projects is RMB 600.56 million, with an adjusted investment amount of RMB 430.68 million and actual investment of RMB 325.82 million [2]. 3. Cash Management Plan - The company intends to use up to RMB 60 million of idle raised funds and RMB 115 million of idle self-owned funds for cash management, with a usage period not exceeding 12 months [3][4]. 4. Investment Purpose and Types - The aim is to enhance fund utilization efficiency and increase shareholder returns while ensuring the safety of the principal and normal operation of fundraising projects. The investment will focus on low-risk, high-liquidity financial products [4][5]. 5. Implementation and Disclosure - The management will be authorized to handle the purchase of investment products after shareholder approval, and the company will comply with relevant disclosure regulations [5][6]. 6. Board and Sponsor Opinions - The board and sponsor have reviewed and approved the cash management plan, confirming that it aligns with regulatory requirements and does not affect the normal implementation of fundraising projects [7][8].

Core Viewpoint - The company has decided to adjust the investment amounts for remaining fundraising projects and permanently supplement working capital with the surplus funds from these projects [2][14]. Fundraising Basic Situation - The company raised a total of RMB 1,890,120,000.00 through the issuance of 57 million shares at a price of RMB 33.16 per share, with a net amount of RMB 1,732,678,854.04 after deducting related issuance costs [2][3]. Changes in Fundraising Projects - The investment amount for the "Information Technology Construction Project" has been reduced from RMB 50,234,600 to RMB 7,800,000, and for the "Exhibition Center Construction Project" from RMB 92,527,100 to RMB 32,000,000 [2][11]. - The "Design R&D Center Construction Project" has reached the expected usable state, and the board has agreed to conclude this project, with surplus funds of RMB 4,180,300 being permanently supplemented into working capital [2][12]. Fundraising Usage and Surplus Situation - As of July 29, 2025, a total of RMB 62,350,500 has been used from the fundraising for the three projects, with an expected remaining amount of RMB 12,198,300 available for permanent working capital supplementation [7][13]. Specific Adjustments and Reasons - The adjustment in the "Information Technology Construction Project" is due to changes in market conditions and the company's strategic focus, leading to a reduction in planned investments and a shift towards in-house development [11][12]. - The "Exhibition Center Construction Project" has been scaled back to focus on a single location in Shanghai, reflecting a strategic response to the current economic environment and consumer behavior [12][14]. Conclusion of Fundraising Projects - The "Design R&D Center Construction Project" has been concluded as it has met the necessary conditions for completion, with funds being efficiently utilized and surplus funds being allocated to enhance working capital [13][14]. Impact of the Adjustments - The adjustments made are seen as a prudent choice in response to market changes, aimed at improving the efficiency of fundraising usage and ensuring the company's operational needs are met [14][16].