Core Points - The article outlines the establishment and operational guidelines of the Strategic Committee of Yangzhou Huitong Technology Co., Ltd, aimed at ensuring the scientific nature of the company's strategic decisions and enhancing sustainable development capabilities [3][10]. Group 1: General Provisions - The Strategic Committee is set up by the Board of Directors to research and formulate the company's long-term development strategy [3]. - The committee's resolutions must comply with the company's articles of association and relevant laws [3]. - The committee consists of three members, including at least one independent director, with the chairman of the company serving as a permanent member [3][5]. Group 2: Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on the company's long-term development plans, operational goals, and major investment decisions [12]. - It has the authority to track and check the implementation of its proposed strategies and other matters authorized by the Board of Directors [12][15]. Group 3: Meeting Procedures - Meetings should be notified to all members at least three days in advance, with the option for urgent notifications [6]. - A quorum of two-thirds of the members is required for meetings to be held [23]. - Decisions are made through a voting process, with each member having one vote [4][28]. Group 4: Documentation and Record Keeping - Meeting records must be kept for at least ten years and should accurately reflect the discussions and decisions made [9][40]. - The committee's resolutions become effective upon signing by the attending members [8][36].

扬州惠通科技股份有限公司 董事、高级管理人员任职内部管理制度 第一章 总则 (三) 及时了解公司业务经营管理状况； 第二章 董事、高级管理人员任职资格 第一条 为规范扬州惠通科技股份有限公司(以下简称"公司")董事、高级管 理人员的任职管理，确保董事、高级管理人员具备履行职责所需 的素质和能力，根据《中华人民共和国公司法》、《中华人民共 和国证券法》、《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》及相关法律法规、规范性文件的 规定，结合《扬州惠通科技股份有限公司章程》（以下简称"公 司章程"），特制定本制度。 第二条 本制度适用于公司所有董事、高级管理人员的提名、聘任、考核 及解聘等任职管理工作。 第三条 公司董事、高级管理人员的任职应当遵循公开、公平、公正的原 则，注重德才兼备，确保董事、高级管理人员能够忠实、勤勉地 履行职责，维护公司和股东的利益。 第四条 董事、高级管理人员应当具备下列基本条件： (一) 具有良好的职业道德和诚信记录，无违法犯罪记录； (二) 具有与担任职务相适应的专业知识和工作经验； (三) 熟悉并能遵守有关法律、行政法规、部门规章、规范性文件 及证券交易 ...

扬州惠通科技股份有限公司 对外提供财务资助管理制度 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")对外提供财 务资助行为, 防范财务风险, 确保公司经营稳健, 根据《中华人民 共和国证券法》《中华人民共和国公司法》《上市公司信息披露管 理办法》 逾期财务资助款项收回前, 公司不得向同一对象追加提供财务资 助。 第五章 对外提供财务资助的职责与分工 (六) 保荐机构或者独立财务顾问意见, 主要对财务资助事项的 合法合规性、公允性及存在的风险等发表意见(如适用); (七) 公司累计提供财务资助金额及逾期未收回的金额; (八) 深圳证券交易所要求的其他内容。 第十四条 对于已披露的财务资助事项, 公司应当在出现以下情形之一时, 及时披露相关情况、已采取的补救措施及拟采取的措施, 并充分 说明董事会关于被资助对象偿债能力和该项财务资助收回风险的 判断: (一) 被资助对象在约定资助期限到期后未能及时还款的; (二) 被资助对象或者就财务资助事项提供担保的第三方出现财 务困难、资不抵债、现金流转困难、破产及其他严重影响 还款能力情形的; (三) 深圳证券交易所认定的其他情形。 《深圳证券交易所 ...

扬州惠通科技股份有限公司 董事会薪酬与考核委员会工作细则 第一章 总则 董事会对薪酬与考核委员会的建议未采纳或者未完全采纳的, 应当在董事 会决议中记载薪酬与考核委员会的意见及未采纳的具体理由, 并进行披露。 第十三条 薪酬与考核委员会提出的公司董事的薪酬计划, 须报经董事会同意后, 提交 股东会审议通过后方可实施; 公司高级管理人员的薪酬分配方案须报董事 第一条 为建立健全扬州惠通科技股份有限公司(以下简称"公司")董事及高级管理 人员(以下简称"经理人员")的考核和薪酬管理制度, 完善公司治理结构, 公 司董事会特决定下设董事会薪酬与考核委员会(以下简称"委员会")。 第二条 为规范、高效地开展工作, 公司董事会根据《中华人民共和国公司法》(以下 简称"《公司法》")等有关法律、法规及规范性文件、《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, 制订本工作细则。 第三条 薪酬与考核委员会是董事会按照股东会决议设立的专门工作机构, 主要负 责制订公司董事及高级管理人员的考核标准并进行考核; 负责研究和审查 公司董事及高级管理人员的薪酬政策与方案, 对董事会负责。 本工作细则所称董事是指 ...

Core Viewpoint - The company establishes an internal review system for information release and responses on the Interactive Easy platform to enhance communication with investors and improve corporate governance [1][5]. Overall Requirements - The company emphasizes integrity and compliance with regulations when communicating with investors on the Interactive Easy platform, ensuring that all information is accurate, complete, and fair [1][2]. - The company must not disclose any undisclosed significant information and should guide investors to official announcements for such matters [2][3]. - The company is required to treat all investor inquiries equally and respond to all compliant questions in a timely manner [2][3]. Content Normative Requirements - The company must avoid releasing or responding to inquiries involving undisclosed significant information and should inform investors to refer to official disclosures [2][3]. - The company should not selectively release information or respond to inquiries, ensuring fairness in communication [2][3]. - The company must refrain from sharing information that violates public order or social interests, including confidential business information [2][3]. Internal Management - The company has established a review process for information release and responses, with the board secretary responsible for overseeing this process [5]. - All departments and subsidiaries must cooperate with the board secretary and securities affairs department to analyze and respond to investor inquiries [5]. - The company must not release information or respond to inquiries without prior review and approval [5]. Supplementary Provisions - The internal system will be executed in accordance with national laws, regulations, and the company's internal rules [6]. - The board of directors is responsible for the formulation, modification, and interpretation of this system [6]. - The system will take effect upon approval by the board of directors [6].

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].