General Principles - The purpose of the fundraising management measures is to standardize the use and management of funds raised by Jilin Expressway Co., Ltd. in accordance with relevant laws and regulations [1][20] - The funds raised refer to the capital obtained through public and non-public issuance of securities, excluding funds raised for equity incentive plans [1] Fund Storage - The company must store the raised funds in a special account approved by the board of directors, and these funds cannot be used for other purposes [3][4] - 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 received [3][4] Fund Usage - The company must use the raised funds strictly according to the purposes listed in the prospectus and cannot change the usage without proper procedures [2][5] - The board of directors should continuously monitor the storage, management, and usage of the raised funds to prevent investment risks [5][6] - Funds should primarily be used for the main business and not for financial investments or providing funds to controlling shareholders or related parties [6][7] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders [21][22] - If a project funded by raised capital is not completed on time, the company must report the reasons and the current status of the funds [11][12] Management and Supervision - The financial department must maintain a detailed record of the usage of raised funds, and internal audits should be conducted at least biannually [26][27] - The sponsor or independent financial advisor is responsible for ongoing supervision of the management and usage of the raised funds [28][29]

General Principles - The regulation aims to enhance the internal control system, improve the quality of information disclosure, and strengthen the monitoring of annual report preparation and disclosure by the Audit Committee [1][2] - Audit Committee members are required to diligently perform their duties in accordance with relevant laws and regulations, ensuring the overall interests of the company are maintained [1][2] Responsibilities of the Audit Committee - The Audit Committee is responsible for initiating the selection of the annual report auditing firm, reviewing selection documents, and supervising the selection process [2][3] - It must assess the independence and professionalism of the auditing firm, particularly regarding the impact of non-audit services on independence [2][3] - The Committee is tasked with submitting recommendations for hiring or replacing the auditing firm and its fees to the Board after prior research by the Party Committee [2][3] - Regular communication with the auditing firm regarding the audit scope, plan, methods, and significant findings is required [2][3] - The Committee must coordinate the timing of the audit work with the auditing firm and guide the internal audit department [2][3] Communication and Reporting - The Audit Committee is required to submit an evaluation report on the performance of the auditing firm and its supervisory responsibilities to the Board at least annually [2][3] - A separate communication meeting with the auditing firm, without management present, must be held at least once a year [2][3] Internal Control Evaluation - The Audit Committee must evaluate the establishment and implementation of internal control systems related to financial reporting and disclose findings in an internal control evaluation report [5][6] - The report should include the effectiveness of internal controls, any significant risks, and corrective measures for identified deficiencies [5][6] Appointment of Auditing Firms - The Audit Committee votes on the annual financial report and submits the decision to the Board for approval, along with a summary report on the auditing firm's performance [3][4] - The Committee must focus on any changes in the auditing firm during the audit period and ensure proper evaluation of both the previous and new firms [3][4] Confidentiality and Compliance - Members of the Audit Committee are obligated to maintain confidentiality and prevent insider trading or other illegal activities during the report preparation and auditing period [4][6]

General Principles - The information disclosure system of Jilin Expressway Co., Ltd. aims to standardize disclosure practices and protect the rights of stakeholders, in accordance with relevant laws and regulations [1][2] - Information disclosure refers to the act of publicly announcing significant information that may impact the company's stock price, as well as information required by regulatory authorities [1][2] Disclosure Obligations - The system applies to various parties including the board of directors, senior management, and major shareholders, all of whom have responsibilities for information disclosure [1][2][3] - The company must ensure timely, fair, truthful, accurate, and complete disclosure of information [2][3] Responsibilities and Management - The board secretary is the primary responsible person for managing information disclosure, while the audit and regulatory department handles daily management [3][4] - The audit and regulatory department is tasked with coordinating the preparation of periodic and temporary reports, responding to regulatory feedback, and managing disclosure documents [3][4] Reporting Standards - The company must disclose various types of reports including issuance information, periodic reports (annual and semi-annual), and temporary reports on significant events [18][23] - Annual reports must be completed and disclosed within four months after the fiscal year-end, while semi-annual reports must be disclosed within two months after the first half of the fiscal year [23][24] Content of Reports - Annual reports should include company basics, major financial data, stock and bond issuance details, and significant events during the reporting period [25][26] - The company must disclose risk factors that could significantly impact its core competitiveness and future development [27] Temporary Reporting - Temporary reports must be issued for significant events that could affect stock trading prices, including major asset transactions, legal issues, and changes in management [33][34] - The company is required to disclose any major risks or changes in operations that could impact its financial status [57][58] Compliance and Oversight - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [12][13] - The audit committee supervises the information disclosure practices of the board and management, and investigates any violations [13][14]

吉林高速公路股份有限公司 内部审计管理制度 （2025年8月26日 经公司第四届董事会第六次会议审议通过） 第一章 总 则 第一条 为规范公司内部审计工作，提高内部审计工 作质量，充分发挥内部审计工作在公司管理中的作用，根 据《中华人民共和国审计法》、《审计署关于内部审计工 作的规定》、财政部《企业内部控制基本规范》等相关法 律法规和上海证券交易所有关规定，结合本公司的实际情 况，制定本制度。 第二条 适用范围：公司本部及分公司；全资子公司、 控股子公司据此制定制度并通过内部决策程序审批后执行； 参股公司可参照执行。 第三条 定义：内部审计是指由公司审计法规部对公 司内部控制和风险管理的适当性和有效性、财务信息的真 实性和完整性以及经营活动的效率和效果等开展独立、客 观的监督、评价活动。 第二章 内部审计机构及人员 第四条 公司董事会下设审计委员会，同时制定《董 事会审计委员会工作细则》并予以披露。公司审计委员会 全部由董事组成，其中独立董事三名，至少有一名独立董 事为专业会计人士，设置主任一名由独立董事担任并负责 召集会议同时主持工作。 第五条 公司内部审计的常设机构为审计法规部，负 责公司内部审计工作，依 ...

吉林高速公路股份有限公司 董事离职管理制度 （2025年8月26日 经公司第四届董事会第六次会议审议通过） 第一章 总则 第一条 为规范吉林高速公路股份有限公司（以下简称 公司）董事离职程序，确保公司治理结构的稳定性和连续性， 维护公司及股东的合法权益，公司根据《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》 （以下简称《证券法》）《上市公司治理准则》《上海证券 交易所股票上市规则》《上市公司董事、监事和高级管理人 员所持本公司股份及其变动管理规则》等法律法规、规范性 文件、证券交易所业务规则及《吉林高速公路股份有限公司 章程》（以下简称《公司章程》）的有关规定，结合公司实 际情况，制定本制度。 第二条 本制度适用于公司董事（含独立董事）因任期 届满、辞职、被解除职务或其他原因离职的情形。 第三条 公司董事离职管理应遵循以下原则： （一）合法合规原则：严格遵守国家法律法规、监管规 定及《公司章程》的要求； （二）公开透明原则：及时、准确、完整地披露董事离 职相关信息； （三）平稳过渡原则：确保董事离职不影响公司正常经 营和治理结构的稳定性； 第六条 如存在下列情形，在改选出的董事就任前 ...

Group 1 - The proposal management system aims to standardize the submission and review of proposals to the board of directors, enhancing internal control and governance levels within the company [1][2] - Proposals must be submitted by stakeholders holding more than 10% of voting rights, one-third of directors, half of independent directors, the chairman, specialized committees, the general manager's office, or other legally permitted entities [2][3] - Proposals must be comprehensive, well-argued, and formally structured, requiring detailed documentation and signatures from the proposers [1][2] Group 2 - Proposals must be submitted at least 15 days before a board meeting and 10 days before a temporary meeting, with the auditing department responsible for compliance checks [2][3] - The auditing department has three days to review proposals, and any necessary modifications must be communicated to the proposers [2][3] - The chairman has the authority to request modifications to proposals and must document any communications regarding changes [2][3] Group 3 - The board meeting must follow established procedures, and proposals must be sent to all directors in a timely manner to ensure adequate preparation [3] - Proposers must adhere to deadlines, and any extensions require the chairman's approval [3] - Confidentiality regarding proposal content must be maintained by directors and relevant personnel until the board's decision is publicly announced [3]

Core Viewpoint - The document outlines the working rules of the Audit Committee of Jilin Expressway Co., Ltd., emphasizing the importance of enhancing the board's decision-making capabilities, ensuring effective supervision of the management, and improving internal control systems. Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making function and ensure effective supervision of the management team [1] - The committee operates independently, reporting to the board and is not subject to interference from other departments or individuals [1] Group 2: Composition of the Committee - The committee consists of five directors who are not senior management, with a requirement for professional knowledge and experience in business and risk management [2] - The committee must include three independent directors, with one serving as the chairperson [2][3] Group 3: Responsibilities and Authority - The Audit Committee is responsible for supervising and evaluating external audit work, guiding internal audits, reviewing financial reports, and assessing internal control effectiveness [5] - The committee has the authority to hire or dismiss the financial officer and recommend the appointment of external auditors [5][19] Group 4: Decision-Making Procedures - The committee must notify all members of meetings at least five days in advance and hold at least four regular meetings annually [12] - Decisions require a majority vote from committee members present at the meeting [13] Group 5: Information Disclosure - The company is required to disclose the composition and professional background of the Audit Committee members, as well as their performance in the annual report [37][38] - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [39]

Core Points - The document outlines the authorization management system of Jilin Expressway Co., Ltd. to enhance decision-making efficiency and promote the company's reform and development [1][2] Group 1: General Principles - The authorization refers to the delegation of powers from the board of directors to the chairman, general manager, or other authorized individuals within legal and regulatory frameworks [2] - The basic principles of authorization management include prudent authorization, classification of authorization, timely adjustment, and effective supervision [2][3] Group 2: Authorization Scope - The board can delegate certain powers to the chairman, general manager, or other authorized individuals based on the company's operational needs [3][4] - Authorization is categorized into regular and temporary authorization, with specific conditions for each type [3][4] Group 3: Authorization Procedures - The authorization plan must be drafted by the board secretary and should clearly define the purpose, objects, matters, limits, and duration of the authorization [5][6] - In special circumstances, temporary authorization requires written documentation detailing the background, objects, matters, conditions, and duration [5][6] Group 4: Authorization Supervision - The board is responsible for regularly monitoring the decision-making and execution of authorized matters, ensuring dynamic management of the authorization [6][7] - Adjustments to the authorization may be necessary based on the quality of decisions, management levels, or external changes [6][7] Group 5: Authorization Responsibilities - The board holds the responsibility for regulating authorization management and must address any improper actions by authorized individuals [8][9] - Authorized individuals must act within their delegated powers and are accountable for any decisions that lead to significant losses or adverse outcomes [8][9]

General Overview - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and significant investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of five members, all of whom are current directors, including at least one independent director [2] - The chairman of the committee is the chairman of the board, who is responsible for leading the committee's work [2] Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on long-term strategic planning, major investment financing plans, fixed asset investments, and other significant matters affecting the company's development [4] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [4] Working Procedures - The General Manager is responsible for preparing the necessary materials for the committee's decision-making process [5] - The committee must notify all members three days prior to meetings, and decisions require the presence of at least two-thirds of the members [5][6] Meeting Protocols - Meetings are recorded, and attendees must sign the meeting records, which are to be preserved for no less than ten years [6] - If the board does not fully adopt the committee's suggestions, the reasons must be documented and disclosed [7] Additional Provisions - The work rules of the committee are subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will be resolved accordingly [8] - The committee's work rules are effective immediately upon approval by the board [8]

Core Points - The document outlines the operational guidelines for the General Manager of Jilin Expressway Co., Ltd, emphasizing the responsibilities, qualifications, and decision-making processes of the management team [1][2][3] General Provisions - The company operates under the modern enterprise system and relevant laws, with the General Manager appointed by the Board of Directors [1] - The purpose of the guidelines is to clarify the responsibilities and authority of the General Manager and to enhance management efficiency and decision-making [1] Qualifications - The General Manager and other senior management must possess integrity, diligence, and strong responsibility, along with relevant educational and professional experience [2] - Specific disqualifications for the General Manager include criminal convictions, bankruptcy involvement, and significant personal debt [2][3] Authority and Responsibilities - The General Manager has the authority to manage daily operations, implement board decisions, and propose strategic plans [3][5] - Responsibilities include enhancing operational efficiency, financial management, human resources, and external relations [7][8] Decision-Making Process - The General Manager's office convenes meetings to discuss major operational issues and make collective decisions [23][24] - The General Manager is responsible for reporting significant matters to the Board of Directors, ensuring transparency and accountability [30][31] Performance Evaluation and Appointment - The General Manager is nominated by the Chairman and serves a term of three years, with the possibility of reappointment [17][18] - The Board has the authority to dismiss the General Manager for incompetence or misconduct, and performance evaluations are conducted annually [19][41]