Core Viewpoint - The company, Yangzhou Huitong Technology Co., Ltd., is undergoing a board re-election process as the current board's term is about to expire, in accordance with relevant laws and regulations [1][2]. Group 1: Board Election Process - The company has decided to conduct a board re-election in compliance with the Company Law and relevant regulations [1]. - The third board meeting on August 1, 2025, approved the election of candidates for the fourth board, which will consist of 12 directors: 8 non-independent and 4 independent directors, including one employee representative [1][2]. - The independent director candidates have obtained the necessary qualifications and will be submitted for approval at the shareholders' meeting after review by the Shenzhen Stock Exchange [2][3]. Group 2: Board Composition and Terms - The fourth board will include 8 non-independent directors and 4 independent directors, with independent directors making up at least one-third of the total board [2]. - The term for the new board will be three years, starting from the date of approval at the first extraordinary shareholders' meeting in 2025 [2]. Group 3: Acknowledgment of Current Board - The company expresses gratitude to the current board members for their contributions during their tenure [3].

Group 1 - The candidate Chen Xi has been nominated as an independent director for the fourth board of Yangzhou Huitong Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships affecting independence with the company and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the company's nomination committee and confirms no conflicts of interest with the nominator [1][2] Group 2 - The candidate affirms compliance with the requirements of the Company Law and the regulations of the China Securities Regulatory Commission regarding independent directors [2][3] - The candidate has participated in training and possesses relevant certification recognized by the stock exchange [2][3] - The candidate confirms that their role as an independent director will not violate any relevant laws or regulations, including those from the Central Commission for Discipline Inspection [2][3][4] Group 3 - The candidate has no direct or indirect shareholding in the company exceeding 1% and is not among the top ten shareholders [5][6] - The candidate has no significant business dealings with the company or its major shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by the regulatory authorities in the past three years [7][8] Group 4 - The candidate acknowledges the responsibilities of an independent director and guarantees the truthfulness and completeness of the provided information [9][10] - The candidate commits to adhering to the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange during their tenure [9][10] - The candidate will report any disqualifying circumstances to the board and resign if necessary [9][10]

扬州惠通科技股份有限公司 董事和高级管理人员持股管理制度 公司董事和高级管理人员对持有股份比例、持有期限、变动方式、 变动价格等作出承诺的，应当严格履行所作出的承诺。 第一章 总则 第三条 公司董事和高级管理人员所持本公司股份，是指登记在其名下和 利用他人账户持有的所有本公司股份。 公司董事和高级管理人员从事融资融券交易的，其所持本公司股份 还包括记载在其信用账户内的本公司股份。 第四条 公司及董事和高级管理人员在买卖公司股票及其衍生品种前，应 知悉《公司法》《证券法》等法律法规、规范性文件中关于内幕 交易、操纵市场、短线交易等禁止行为的规定，不得进行违法违 规的交易。 公司的董事和高级管理人员不得从事以本公司股票为标的证券的 融资融券交易。 第二章 买卖本公司股票行为的申报 （一）新任董事在股东会（或职工代表大会）通过其任职事项后 两个交易日内； （二）新任高级管理人员在董事会通过其任职事项后两个交易日 内； （三）现任董事、高级管理人员在其已申报的个人信息发生变化 第一条 为规范公司董事和高级管理人员所持本公司股份及其变动，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》 ...

扬州惠通科技股份有限公司 董事会议事规则 第一章 总则 会议通知由证券事务部拟定, 并报经董事长批准后发出。 第一条 为进一步规范扬州惠通科技股份有限公司(以下简称"公司")董事会的 议事方式和表决程序, 促使董事和董事会有效地履行监督职责, 完善公 司法人治理结构, 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》等法律、法规和规范性文件及《扬州惠通科 技股份有限公司章程》(以下简称"公司章程")的有关规定, 结合公司 实际情况, 制定本规则。 第二章 董事会机构 提案内容应当属于公司章程规定的董事会职权范围内的事项, 与提案 有关的材料应当一并提交。 求提议人修改或者补充。 董事长应当自接到提议后十日内, 召集董事会会议并主持会议。 第二条 董事会下设证券事务部, 处理董事会日常事务。 董事会秘书兼任证券事务部负责人, 保管董事会和证券事务部印章。 第三条 公司董事会设置审计委员会, 行使《公司法》规定的监事会的职权。公 司董事会还设立提名委员会、战略委员会、薪酬和考核委员会。专门委 员会对董事会负责, 依照公司章程和董事会授权履行职责, 专门委员会 的提案应当提交董事会 ...

General Principles - The purpose of the document is to regulate the related party transactions of Yangzhou Huitong Technology Co., Ltd., ensuring fairness in decision-making and protecting the rights of the company, shareholders, and creditors [1] - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and not manipulating financial indicators to harm the company's interests [2] Definition and Scope of Related Party Transactions - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties, including various types of transactions such as asset purchases, financial assistance, and management contracts [3][4] - Related parties include both legal entities and natural persons, with specific criteria for identification, such as ownership stakes and control relationships [4] Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [3] - Related parties must abstain from voting on related transactions in shareholder meetings, and any board members with conflicts of interest must also recuse themselves [3][5] Decision-Making Authority - Transactions exceeding 300,000 RMB with related natural persons or 3,000,000 RMB with related legal entities must be approved by a majority of independent directors and subsequently reviewed by the board [5] - Transactions that exceed 30,000,000 RMB and account for more than 5% of the company's latest audited net assets must be submitted for shareholder approval [5][6] Reporting and Disclosure Requirements - Related parties must report any potential related transactions in writing to the board or shareholders, detailing the nature and extent of the relationship [8] - The company must disclose related transactions that require approval, ensuring transparency and adherence to regulatory requirements [9][10] Exemptions and Special Cases - Certain transactions, such as those conducted through public bidding or those that provide unilateral benefits to the company, may be exempt from standard approval processes [14][21] - Daily related transactions can be estimated annually, with any excess requiring re-evaluation and disclosure [20][21] Implementation and Effectiveness - The regulations will take effect upon approval by the company's shareholders and will be interpreted by the board of directors [26][27]

扬州惠通科技股份有限公司 投资者关系管理办法 第一章 总则 投资者关系活动中涉及或者可能涉及股价敏感事项、未公开披露的重大信息或 者可以推测出未公开披露的重大信息的提问的, 公司应当告知投资者关注公司 公告, 并就信息披露规则进行必要的解释说明。 公司不得以投资者关系管理活动中的交流代替正式信息披露。公司在投资者关 系管理活动中不慎泄露未公开披露的重大信息的, 应当立即通过符合条件媒体 第一条 为切实加强扬州惠通科技股份有限公司(以下简称"公司")与投资者之间的信 息沟通, 完善公司治理结构, 切实保护投资者特别是社会公众投资者的合法权 益, 公司根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 投资者关系管理工作指引》《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、法规和规范性文件及公司章程, 制定本 办法。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动交流和诉求 处理等工作, 加强与投资者及潜在投资者之间的沟通, 增进投资者对公司的了 解和认同, 以提升公司治理水平和企业整体价值, 实现尊重投资者、回报投资 者、保护投资者目的的相关活 ...

扬州惠通科技股份有限公司 《深圳证 券交易所上市公司自律监管指引第 5 号——信息披露事务管理》、 《扬州惠通 科技股份有限公司章程》(以下简称"《公司章程》")的有关要求, 特制定本 制度。 布的办法和通知等相关规定, 履行信息披露义务。 第五条 信息披露义务人应当及时依法履行信息披露义务, 披露的信息应当真实、准 确、完整, 简明清晰、通俗易懂, 不得有虚假记载、误导性陈述或者重大遗 漏。 信息披露管理制度 第一章 总则 第一条 为规范扬州惠通科技股份有限公司(以下简称"公司")的信息披露, 促进公司 依法规范运作, 维护公司和投资者的合法权益, 依据《中华人民共和国公司 法》、 《上市公司信息披露管理办法》(以下简称"《管 《中华人民共和国证券法》、 理办法》")等国家有关法律、法规、证券监管部门的相关规范性文件及《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 4 号——创业板行业信息披露》、 信息披露义务人披露的信息应当同时向所有投资者披露, 不得提前向任何单 位和个人泄露。但是, 法律、行政法规另有规定的除外。 在内幕信息依法披露前, 内 ...

Core Points - The document outlines the external investment management system of Yangzhou Huitong Technology Co., Ltd, emphasizing compliance with national regulations and alignment with the company's development strategy [2][4] - The investment activities include various forms such as equity investments, project cooperation, and financial instruments [4] - The decision-making authority for external investments is divided among the shareholders' meeting, board of directors, and general manager, with specific thresholds for board and shareholder approval [5][9] Group 1 - The external investment must enhance the company's competitiveness and promote sustainable development [2][4] - Transactions involving significant assets or revenues require disclosure and approval from the board and shareholders [3][5] - The company must conduct audits and evaluations for transactions that meet certain thresholds, ensuring transparency and compliance with the Securities Law [3][5][9] Group 2 - The general manager is responsible for monitoring investment projects and reporting any significant issues to the board [8][18] - The internal audit department oversees investment activities, ensuring accountability and compliance with established procedures [19][26] - The company must maintain accurate financial records for each investment project, adhering to its accounting policies [19][20]

General Provisions - The audit committee is established to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving corporate governance structure [4][5] - The audit committee's resolutions must comply with the company's articles of association and relevant laws and regulations [4] Composition of the Audit Committee - The audit committee consists of three directors who are not senior management, with at least two independent directors, one of whom must be an accounting professional [4][5] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [4][5] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [11][12] - Key matters requiring the committee's approval include the disclosure of financial reports, hiring or firing external auditors, and appointing or dismissing the CFO [11][12] Meeting Procedures - The audit committee must hold at least four regular meetings annually, with the possibility of additional temporary meetings as needed [6][10] - Meetings can be conducted in person or via video/phone, and a quorum requires attendance from at least two-thirds of the members [6][10] Voting and Decision-Making - Decisions are made through a majority vote of the attending members, and each member has one vote [9][11] - The committee's resolutions must be documented and reported to the board of directors promptly [14][41] Reporting and Documentation - The audit committee must disclose its annual performance in the company's annual report, including meeting attendance and specific responsibilities fulfilled [15][41] - Meeting records must be accurate and comprehensive, reflecting the opinions expressed by members and signed by attendees [41][42]

General Overview - The company has established a Nomination Committee to enhance the governance structure and optimize the composition of the board of directors [3]. Composition of the Committee - The Nomination Committee consists of three members, with at least two being independent directors [4]. - The committee members are elected by the board of directors, with nominations coming from the chairman, more than half of the independent directors, or at least one-third of all directors [5]. - The committee is chaired by an independent director, who is elected from among the committee members [6]. Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, and for reviewing and recommending candidates to the board [11]. - The committee must ensure that its actions comply with relevant laws, regulations, and the company's articles of association [13]. - The committee's recommendations regarding candidates for directors and the general manager should be given due consideration by the board [15]. Meeting Procedures - Meetings of the Nomination Committee should be notified to all members at least three days in advance, with provisions for urgent notifications [19]. - A quorum for meetings requires the presence of at least two-thirds of the committee members [22]. - Decisions made by the committee require a majority vote from all members, including those not present [27]. Voting and Decision-Making - Voting can be conducted through a show of hands or written ballots, with each member having one vote [29]. - The results of the votes must be announced immediately and recorded accurately in the meeting minutes [39]. Record Keeping - Meeting records must be maintained by the company's securities affairs department for a minimum of ten years [11]. - The records should include details such as meeting date, attendees, agenda, and voting results [39]. Implementation and Amendments - The guidelines established for the Nomination Committee will take effect upon approval by the board of directors [42]. - In case of any conflict between these guidelines and the company's articles of association, the latter will prevail [12].