Core Viewpoint - The company establishes a system to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [1][3]. Group 1: Definition and Scope - The system defines fund occupation to include both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debt repayments [1]. - The system applies to subsidiaries included in the company's consolidated financial statements, ensuring that fund transactions between the controlling shareholder and subsidiaries adhere to the established regulations [1]. Group 2: Prohibitions and Procedures - The controlling shareholder and related parties are prohibited from occupying company funds through various means, including requesting the company to cover expenses, repay debts, or provide loans without proper transaction backgrounds [1][3]. - Any related transactions must strictly follow the company's articles of association and the related transaction management system, ensuring transparency and adherence to approval processes [1][3]. Group 3: Oversight and Accountability - The company's board of directors is responsible for reviewing and approving related transactions, with any exceeding board authority requiring shareholder meeting approval [3]. - The finance department is tasked with regular inspections of fund transactions involving the controlling shareholder and related parties, reporting any non-operational fund occupations [3]. Group 4: Remedies and Legal Responsibilities - In cases of asset infringement by the controlling shareholder or related parties, the board must take effective measures to stop the infringement and seek compensation for losses [3]. - Funds occupied by the controlling shareholder should ideally be repaid in cash, with strict controls on non-cash asset repayments, requiring independent evaluations and shareholder approval for any asset-based debt settlements [3].

Core Points - The article outlines the detailed rules for the cumulative voting system for the election of directors at Yangzhou Huitong Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [2][4]. Chapter Summaries Chapter 1: General Principles - The cumulative voting system is defined as a voting method where shareholders have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [2]. Chapter 2: Nomination of Director Candidates - The nomination process for director candidates must comply with the Company Law, Securities Law, and the company's articles of association [2]. - Candidates must provide detailed personal information and confirm their eligibility and independence if applicable [2]. - The board of directors is responsible for reviewing and approving the qualifications of nominated candidates [2]. Chapter 3: Voting and Election of Directors - Directors are elected through individual voting, with separate voting for independent and non-independent directors [3]. - The calculation of cumulative voting rights is based on the number of shares held multiplied by the number of directors to be elected [3]. Chapter 4: Supplementary Provisions - Voting procedures are specified, including the issuance of ballots and the validity of votes based on the number of shares held [4]. - The election principles state that candidates must receive more than half of the valid votes to be elected, and provisions for re-elections are established if necessary [4].

Core Points - The independent directors of Yangzhou Huitong Technology Co., Ltd. are required to perform their duties in accordance with relevant laws, regulations, and the company's articles of association, ensuring the protection of the overall interests of the company and the legal rights of minority shareholders [2][5][12] - Independent directors must maintain their independence and avoid conflicts of interest, and they are required to disclose any situations that may affect their independence [2][10][12] - The company must have at least one-third of its board members as independent directors, including at least one accounting professional [2][5][12] Governance Structure - The company establishes specialized committees within the board, such as the audit committee, nomination committee, and remuneration and assessment committee, with independent directors holding a majority in these committees [3][12][26] - Independent directors are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice to enhance the board's decision-making capabilities [20][26] Qualifications and Independence - Independent directors must not hold any other positions within the company and must not have any direct or indirect interests that could affect their independent judgment [5][10] - Candidates for independent directors must meet specific qualifications, including professional accounting knowledge and relevant work experience [6][10] Appointment and Termination - Independent directors can be nominated by shareholders holding more than 1% of the company's issued shares, and their appointment must be approved by the shareholders' meeting [13][15] - Independent directors can serve a maximum of six consecutive years, and there are specific conditions under which they may be removed or resign [14][16] Responsibilities and Rights - Independent directors have the right to independently hire external advisors and must report their independent opinions to the board [17][20] - They are required to actively participate in board meetings and specialized committee meetings, and their opinions must be documented and disclosed [19][21] Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to relevant information and communication channels [30][34] - Independent directors are expected to maintain regular communication with the company's management and internal audit teams to stay informed about the company's operations [32][34]

Core Points - The article outlines the management system for the resignation of directors and senior management personnel at Yangzhou Huitong Technology Co., Ltd, aiming to ensure corporate governance stability and protect shareholders' rights [1][2]. Group 1: General Provisions - The system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [1]. - Directors can resign before their term expires by submitting a written resignation report to the board, which becomes effective upon receipt unless otherwise specified [2]. Group 2: Resignation Conditions and Procedures - Directors automatically leave office if not re-elected at the end of their term, effective from the date of the shareholders' meeting resolution [2]. - The board can dismiss directors, with the dismissal taking effect on the date of the resolution [2]. - Senior management personnel can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Group 3: Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all relevant documents, seals, data assets, and unresolved matters to the board within three working days after resignation [3]. - If the departing personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3]. Group 4: Obligations of Departing Directors and Senior Management - Departing directors and senior management retain their fiduciary duties for two years post-resignation [4]. - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares for six months after leaving [4]. Group 5: Accountability Mechanism - The board will review any breaches of commitments or transfer issues by departing personnel and may pursue compensation for losses incurred [5]. - Departing personnel can appeal the board's accountability decisions within 15 days of notification [5].

Core Points - The document outlines the operational guidelines for the General Manager and other senior management personnel of Yangzhou Huitong Technology Co., Ltd, aiming to enhance the company's governance structure and ensure efficient performance of duties [2][3]. Group 1: General Provisions - The General Manager is responsible for the daily management of the company under the leadership of the Board of Directors, implementing resolutions from the shareholders' meeting and the Board [2]. - The company may appoint one Executive Vice President and several Vice Presidents to assist the General Manager [2]. Group 2: Appointment and Dismissal of Senior Management - The General Manager is appointed by the Board of Directors, while other senior management personnel are nominated by the General Manager and appointed by the Board [4]. - Senior management personnel must be independent of controlling shareholders and cannot hold positions in other companies controlled by them [4][5]. Group 3: Responsibilities and Authority of the General Manager - The General Manager has the authority to manage the company's operations, implement annual business plans, and propose adjustments to management systems as needed [4][5]. - The General Manager is responsible for establishing effective employee incentive mechanisms and overseeing human resource development plans [4][5]. Group 4: General Manager Meetings - The General Manager can convene meetings to analyze the implementation of annual business plans and arrange subsequent work [5][6]. - Meeting minutes are to be signed by the General Manager and distributed for execution [8]. Group 5: Reporting and Oversight - The General Manager must regularly report to the Board on various aspects, including financial reports, implementation of annual plans, and significant contract execution [10][36]. - The General Manager is also required to report on the company's financial status and any major investment project progress [36][38].

Core Viewpoint - The document outlines the information disclosure deferral and exemption management system of Yangzhou Huitong Technology Co., Ltd, aiming to regulate information disclosure practices and protect investors' rights in accordance with relevant laws and regulations [1][2][8]. Group 1: General Principles - The company establishes this system to comply with laws such as the "People's Republic of China State Secrets Protection Law" and the "Securities Law" [1]. - The company must carefully assess situations that warrant deferral or exemption from disclosure and is subject to post-regulation by the Shenzhen Stock Exchange [1][2]. Group 2: Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or commercial secrets that could lead to unfair competition or harm to the company or others [2][3]. - The company must ensure that the information has not been leaked and that insiders have committed to confidentiality before deferring disclosure [3][5]. Group 3: Internal Management Procedures - The board of directors leads the management of deferral and exemption matters, with the board secretary responsible for organizing and coordinating these affairs [4][5]. - A formal application and approval process is established, requiring various levels of review and documentation to ensure compliance with the deferral or exemption criteria [4][5]. Group 4: Reporting and Documentation - The company must report any deferred or exempted disclosures to the relevant regulatory bodies within ten days after the publication of periodic reports [5][6]. - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the information, including the rationale for its classification as a commercial secret [6][7].

Core Viewpoint - The internal audit system of Yangzhou Huitong Technology Co., Ltd. aims to standardize internal audit work, clarify responsibilities, ensure audit quality, and enhance economic efficiency through compliance with relevant laws and regulations [1][2]. Group 1: Internal Audit Objectives and Responsibilities - The purpose of internal audit is to promote the establishment of effective internal controls, manage costs, improve management, mitigate operational risks, and increase company value [1][2]. - The internal audit department is responsible for supervising and evaluating the financial expenditures, asset quality, operational performance, and the legitimacy and effectiveness of construction projects of the company and its subsidiaries [1][3]. Group 2: Internal Audit Structure - The board of directors is responsible for the establishment and effective implementation of the internal control system, with significant internal control systems requiring board approval [2][3]. - An audit committee is established by the board, composed entirely of directors who are not senior management, with independent directors making up more than half and serving as conveners [2][3]. Group 3: Audit Committee and Internal Audit Department - The internal audit department reports to the audit committee and is responsible for checking and supervising business activities, risk management, internal controls, and financial information [2][3]. - The internal audit department must maintain independence and cannot be under the leadership of the finance department [3][4]. Group 4: Audit Procedures and Reporting - The internal audit department is required to report at least quarterly to the board or audit committee on the execution of the internal audit plan and any issues discovered [4][5]. - The internal audit department must submit an annual internal audit report to the board or audit committee, covering significant external investments, asset transactions, and related party transactions [4][5]. Group 5: Internal Control Evaluation and Disclosure - The internal audit department is responsible for the organization and implementation of internal control evaluations, which must include a declaration of the board's commitment to the report's authenticity [8][9]. - If significant deficiencies or risks in internal controls are identified, the board must promptly disclose this information to the Shenzhen Stock Exchange [7][8]. Group 6: Compliance and Accountability - The company establishes an incentive and restraint mechanism for the internal audit department, with the audit committee participating in the evaluation of the internal audit head [10]. - Violations of laws, regulations, or internal policies by individuals or units can lead to penalties, including legal action for severe cases [10].

Core Viewpoint - The article outlines the external guarantee management system of Yangzhou Huitong Technology Co., Ltd., emphasizing the need to protect investors' rights, regulate external guarantee behaviors, and prevent risks associated with external guarantees [2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [2]. - The company implements unified management of external guarantees, requiring board or shareholder meeting approval for any guarantee contracts [2]. - Directors and senior management must carefully control the debt risks arising from guarantees and bear joint liability for any losses from improper guarantees [2]. Group 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having strong repayment capabilities [8]. - If an applicant does not meet the specified conditions but is deemed necessary for business development, guarantees can be provided with approval from two-thirds of the attending board members or the shareholders' meeting [9]. - The company must investigate the operational and credit status of the guarantee applicant, analyzing financial conditions and industry background [10]. Group 3: Approval Procedures - Guarantees exceeding 10% of the company's latest audited net assets require shareholder meeting approval, with specific conditions outlined for various guarantee scenarios [17]. - The board must approve guarantees before they are submitted to the shareholders' meeting for approval [17]. - Guarantees for controlling shareholders or related parties require additional measures, including providing counter-guarantees [18]. Group 4: Management of Guarantees - The finance department is responsible for managing external guarantees, including conducting credit investigations and ensuring compliance with approval procedures [34]. - The company must monitor the financial status of the guaranteed parties regularly and take necessary actions if any adverse conditions arise [36]. - Any abnormal contracts discovered must be reported to the board immediately [36]. Group 5: Responsibilities and Penalties - The board establishes a regular review system for guarantee behaviors, and any violations must be disclosed and corrected promptly [42]. - Individuals responsible for unauthorized guarantees or violations of the management system may face penalties or compensation responsibilities [45]. - The company must ensure that all guarantee contracts are in writing and comply with legal requirements [25].

金融界8月3日消息，惠通科技公告称，为规范公司董事、高级管理人员的任职管理，根据相关法律法 规、规范性文件的规定，结合公司章程，制定董事、高级管理人员任职内部管理制度，该制度自公司董 事会通过后生效并实施 。 ...

1. 经审查，公司第四届董事会独立董事候选人范以宁先生、陈曦女士、周 围先生、魏高富先生的个人履历等相关资料，上述独立董事候选人不存在《公司 法》《管理办法》等相关法律法规及《公司章程》中规定的不得担任公司独立董 事的情形，不存在被中国证监会确定为市场禁入者且禁入尚未解除的情形，不存 在重大失信等不良记录，也未曾受到中国证监会及其他有关部门的处罚和证券交 易所纪律处分，具备《管理办法》《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》等规定的担任上市公司董事、独立董事的任职 条件、任职资格，符合相关法律法规规定的独立性等条件要求。 扬州惠通科技股份有限公司 董事会提名委员会 关于独立董事候选人任职资格的审核意见 2. 上述独立董事候选人具有丰富的专业知识，熟悉相关法律、行政法规、 规章与规则，其任职资格、教育背景、工作经历、业务能力符合公司独立董事任 职要求。 综上，我们同意提名范以宁先生、陈曦女士、周围先生、魏高富先生为公司 第四届董事会独立董事候选人，并同意将该议案提交公司董事会进行审议。 扬州惠通科技股份有限公司 扬州惠通科技股份有限公司（以下简称"公司"）第三届董事会任期即将届 ...