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].

Core Points - The document outlines the management system for subsidiaries of Yangzhou Huitong Technology Co., Ltd, emphasizing the need for standardized operations and protection of shareholder rights [1][2][3] Group 1: General Principles - The management system is established to enhance the standardized operation of subsidiaries and protect the legal rights of the company and its shareholders [1] - Subsidiaries include wholly-owned subsidiaries and those where the company holds more than 50% of shares or has significant influence [1] - The company and its subsidiaries maintain an equal legal relationship, with the company exercising shareholder rights over its subsidiaries [1][2] Group 2: Management Norms - The company exercises shareholder rights through shareholder meetings and is responsible for supervising major matters of subsidiaries [7] - Directors and senior management appointed to subsidiaries must adhere to the company's management system and report significant matters to the company [10][11] - Subsidiaries are required to report major business and financial matters that could significantly impact the company [10][11] Group 3: Financial Risk Management - Domestic subsidiaries must follow a unified accounting system, with financial management coordinated and supervised by the company's finance department [13] - Subsidiaries must submit annual reports and budget reports to the company within one month after the fiscal year-end [15] Group 4: Internal Audit Management - The company may conduct regular or irregular audits of subsidiaries, covering various aspects such as economic efficiency and major contracts [17] - Subsidiaries are required to prepare for audits and cooperate during the audit process [17] Group 5: Operational Management - The operational and development plans of subsidiaries must align with the overall strategic development plan of the company [19] Group 6: Information Disclosure and Archive Management - Subsidiaries must provide accurate and complete information to the company and establish a reporting system for significant matters [24][25] Group 7: Assessment Management - Subsidiaries must establish assessment and reward systems that align with the company's policies, subject to approval by the subsidiary's management [29][30]

Core Points - The internal reporting system for significant information at Yangzhou Huitong Technology Co., Ltd. aims to ensure the timely, accurate, and complete disclosure of major events that could impact stock trading and investor decisions [1][2][3] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - The internal reporting obligations apply to various stakeholders, including directors, senior management, and significant shareholders [1][2][3] Group 1: Internal Reporting Obligations - The internal reporting system mandates that relevant personnel report significant information to the chairman and board secretary promptly [1][2] - Internal information reporters must ensure that the information is accurate, complete, and free from misleading statements or omissions [1][2] - The system applies to all departments, subsidiaries, and companies where the company has significant influence [1][2][3] Group 2: Scope of Major Information - Major information includes significant meetings, transactions, and events that could affect the company's stock price or trading volume [2][3] - Specific transactions that require reporting include asset purchases or sales, external investments, financial assistance, and guarantees [2][3] - The reporting obligations are triggered when transactions meet certain thresholds, such as involving assets over 10% of the company's total assets [2][3] Group 3: Reporting Procedures - Internal information reporters must report significant information within two trading days of becoming aware of it [3][4] - The board secretary is responsible for managing the disclosure of significant information and ensuring compliance with regulations [3][4] - Reports must include detailed information about the nature of the event, its necessity, and its potential impact on the company [3][4] Group 4: Confidentiality and Accountability - Individuals with access to significant information are required to maintain confidentiality until the information is publicly disclosed [9] - The company will hold accountable those who fail to report significant information in a timely manner, with potential disciplinary actions [9] - The board of directors oversees the management of confidentiality regarding significant information [9]

Core Points - The document outlines the rules for the shareholders' meeting of Yangzhou Huitong Technology Co., Ltd, aiming to protect the rights of shareholders and ensure efficient decision-making [1][2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to protect the legal rights of the company and its shareholders, clarifying the responsibilities and powers of the shareholders' meeting [1] Chapter 2: Nature and Powers of the Shareholders' Meeting - The shareholders' meeting is the highest authority of the company, with powers including electing directors, approving profit distribution plans, and making decisions on capital changes and major asset transactions [1][2] Chapter 3: Convening the Shareholders' Meeting - Annual meetings must be held within six months after the end of the fiscal year, while temporary meetings can be called under specific circumstances [1][2][3] Chapter 4: Notice of the Shareholders' Meeting - Notices for annual meetings must be sent 20 days in advance, while notices for temporary meetings must be sent 15 days in advance, detailing the agenda and voting procedures [1][2][3] Chapter 5: Proposals for the Shareholders' Meeting - Proposals must be within the scope of the shareholders' meeting's responsibilities and comply with legal and regulatory requirements [1][2][3] Chapter 6: Voting and Resolutions - Voting is conducted by registered shareholders or their proxies, with each share carrying one vote. Resolutions can be ordinary or special, requiring different majorities for approval [1][2][3] Chapter 7: Meeting Records - The meeting records must include details such as the time, location, attendees, and the results of each proposal, ensuring transparency and accountability [1][2][3] Chapter 8: Implementation of Resolutions - The board of directors is responsible for executing the resolutions passed at the shareholders' meeting, with specific timelines for implementation [1][2][3]

General Principles - The purpose of the fundraising management system is to strengthen and standardize the management of raised funds, improving their efficiency and effectiveness [4] - The raised funds refer to the money collected by the company through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [4] Fundraising Account Management - The company must prudently select commercial banks and establish special accounts for raised funds, ensuring that these funds are not mixed with other funds or used for other purposes [5] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [6] Use of Raised Funds - The company is prohibited from using raised funds for pledging or other disguised changes in the purpose of the funds [8] - The company must ensure the authenticity and fairness of the use of raised funds, preventing misuse by controlling shareholders or related parties [9] Changes in Fund Usage - Any changes in the use of raised funds or the use of surplus funds must be approved by the shareholders' meeting if they meet certain thresholds [7] - The company must disclose the progress of projects funded by raised funds, including any reasons for delays or changes in plans [6][12] Fund Management and Supervision - The board of directors must continuously monitor the actual storage, management, and use of raised funds, issuing semi-annual and annual reports on the status of these funds [16] - If there are significant discrepancies between the actual investment progress and the planned investment, the company must explain the reasons [16] Special Audits and Reports - The company must hire an accounting firm to conduct a special audit of the actual investment projects and the use of raised funds during the annual audit [19] - The sponsor or independent financial advisor must conduct on-site inspections of the management and use of raised funds at least semi-annually [26]

General Overview - The document outlines the work system for the Secretary of the Board of Directors of Yangzhou Huitong Technology Co., Ltd, aiming to enhance the corporate governance structure and clarify the rights, obligations, and responsibilities of the board secretary [2]. Chapter 2: Qualifications and Appointment of the Board Secretary - The company shall have one board secretary who is responsible to the board and must possess the necessary qualifications and professional knowledge [2][5]. - The board secretary must not have any disqualifying conditions as outlined in the relevant laws and regulations [2][5]. - The appointment and dismissal of the board secretary are to be proposed by the chairman and approved by the board, with a term of three years [2][5]. Chapter 3: Responsibilities of the Board Secretary - The board secretary is responsible for coordinating the company's information disclosure, managing investor relations, and preparing board and shareholder meetings [4][15]. - The board secretary must ensure compliance with securities laws and regulations, and provide legal and policy advice to the board [4][15][16]. Chapter 4: Securities Affairs Department - The board secretary leads the Securities Affairs Department, which assists in fulfilling the responsibilities of the board secretary [5][20]. - In the absence of a board secretary, a designated director or senior manager will temporarily assume the responsibilities [5][14]. Chapter 5: Work Procedures of the Board Secretary - The board secretary has the right to attend relevant meetings and access necessary documents to perform their duties effectively [6][22]. - The board and senior management must support the board secretary in their work and provide timely responses to inquiries [6][22]. Chapter 6: Legal Responsibilities of the Board Secretary - The board secretary has a duty of loyalty and diligence to the company and must adhere to the company’s articles of association [7][26]. - Upon termination, the board secretary must undergo an exit review and ensure a complete handover of responsibilities [7][27]. Chapter 7: Supplementary Provisions - The document stipulates that the board secretary must maintain confidentiality and comply with relevant laws and regulations [8][26]. - The system will take effect upon approval by the board and will be subject to amendments as necessary [8][29].