Core Viewpoint - The document outlines the external guarantee management system of Beijing KJY Technology Co., Ltd, emphasizing the need for strict compliance with relevant laws and regulations to mitigate risks associated with external guarantees [1][2][3]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [1]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [1][2]. - The company must adhere to various laws and regulations, including the Company Law and Securities Law, to control debt risks arising from external guarantees [2][3]. Group 2: Management and Approval Process - External guarantees must be uniformly managed, requiring board or shareholder approval before any contracts can be signed [2][3]. - Directors and senior management are responsible for prudently managing and controlling the risks associated with guarantees, bearing joint liability for any violations [2][3]. - The highest decision-making body for external guarantees is the shareholders' meeting, while the board of directors exercises decision-making authority within the limits set by the company's articles of association [6][7]. Group 3: Scope and Conditions for Guarantees - The company can provide guarantees only to legal entities that meet specific criteria, such as having sound financial systems and strong creditworthiness [4][5]. - Guarantees cannot be provided to any non-legal entities or individuals [4][5]. - The company must conduct thorough investigations into the financial and operational status of the entities it intends to guarantee [12][13]. Group 4: Risk Management and Disclosure - The financial department is responsible for managing and auditing guarantee activities, ensuring that all contracts are properly documented and monitored [34][35]. - The company must disclose any guarantees exceeding certain thresholds, including those involving significant amounts or related parties [15][16]. - If a guaranteed entity fails to meet its obligations, the company must take necessary measures to mitigate losses and pursue recovery [36][39].

Core Viewpoint - The document outlines the management system for fund transactions between Beijing Kejingyuan Technology Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its stakeholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation [1]. - The scope of the system includes subsidiaries that are consolidated in the company's financial statements [1]. Group 2: Definitions and Responsibilities - Fund occupation is categorized into operational and non-operational types, with operational occupation arising from business transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of related parties [2]. - Company directors and senior management are legally obligated to ensure the safety of company funds and must diligently perform their duties [6]. Group 3: Prevention of Fund Occupation - The company prohibits various methods of providing funds to related parties, including direct or indirect loans, unauthorized investments, and debt repayments on behalf of related parties [7]. - Strict adherence to relevant regulations and internal procedures is required for any transactions with related parties [8]. Group 4: Transaction Procedures - The finance department must review and ensure compliance with the company's articles and decision-making procedures before processing payments to related parties [20]. - Payments require approval from the finance manager and the chairman before execution [21]. Group 5: Accountability and Penalties - Directors and senior management who violate the system and cause losses to the company will face administrative penalties and civil liability [24]. - The company will take legal action against related parties that occupy funds unlawfully, seeking compensation for any losses incurred [26].

Group 1 - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making efficiency regarding major investments and capital operations [1][2] - The Strategic Committee is composed of three directors, including at least one independent director, and is chaired by the company's chairman [2][3] - The main responsibilities of the Strategic Committee include researching and proposing suggestions on the company's medium to long-term development strategy and major investment decisions [2][3] Group 2 - The decision-making process of the Strategic Committee involves preparation by the board secretary, internal approval of meeting documents, and submission of proposals to the board for review [3][4] - The Strategic Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [4][5] - The committee can invite external professionals for advice, with costs covered by the company, and all meeting participants are bound by confidentiality obligations [4][5]

Core Points - The implementation rules for cumulative voting are established to protect the rights of minority shareholders and improve the corporate governance structure of Beijing KJY Technology Co., Ltd [1][2] - Cumulative voting allows shareholders to concentrate their voting rights for the election of directors, with each share providing a number of votes equal to the number of directors to be elected [1][2] - The election of two or more directors must adopt the cumulative voting system, with separate voting for independent and non-independent directors [1][2][3] Section Summaries General Provisions - The rules are based on relevant regulations and the company's articles of association to ensure all shareholders can fully exercise their rights [1] - Cumulative voting means shareholders can use their voting rights in a concentrated manner for one or more candidates [1][2] Nomination of Director Candidates - The list of director candidates is proposed according to legal and regulatory requirements [2] - If the number of qualified candidates exceeds the number of positions, a differential election will be implemented [2] Voting and Election of Directors - The cumulative voting system must be clearly stated in the notice of the shareholders' meeting [3] - Each shareholder's voting rights are calculated based on their shareholding and the number of directors to be elected [3][4] - The voting process includes multiple rounds if necessary, with the results announced by the meeting's monitor [4][5] Additional Provisions - Any matters not covered by these rules will follow national laws and the company's articles of association [5] - The board of directors is responsible for interpreting these rules, which take effect upon approval by the shareholders' meeting [5]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [1][2]. Group 1: General Principles - The accountability system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1]. - The system applies to various personnel, including directors, senior management, subsidiary heads, controlling shareholders, and others involved in the disclosure process [1]. Group 2: Conditions for Accountability - Responsibility will be pursued in cases of violations of laws and regulations leading to significant errors in annual report disclosures [2]. - Specific conditions include failure to follow internal control procedures, lack of timely communication, and other personal reasons causing significant errors [2][3]. Group 3: Severity of Accountability - More severe penalties will be applied for serious cases caused by subjective factors or for obstructing investigations [3]. - Mitigating circumstances may include effective prevention of adverse outcomes or correction of losses [4]. Group 4: Forms and Types of Accountability - The company may impose various forms of penalties, including correction orders, public criticism, demotion, and financial compensation [5]. - The board of directors is responsible for determining the specific penalties based on the circumstances of each case [5].

Core Points - The article outlines the selection and management system for accounting firms at Beijing Kejingyuan Technology Co., Ltd, aiming to protect shareholder interests and enhance financial information quality [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the "Management Measures for the Selection of Accounting Firms by State-owned Enterprises and Listed Companies" [1] - The company must not engage an accounting firm for audit services before obtaining approval from the board of directors and the shareholders' meeting [1][2] Group 2: Selection Criteria - Accounting firms must possess independent legal status, relevant qualifications, and a good record of professional quality [5] - Firms must have a fixed workplace, sound organizational structure, and comprehensive internal management controls [5] - Familiarity with national financial laws and regulations, as well as sufficient human and resource capacity to ensure audit quality, is required [5][6] Group 3: Selection Process - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [4][6] - Various entities, including the audit committee and independent directors, can propose the hiring of accounting firms [4][5] - The selection process must be competitive and transparent, utilizing methods such as competitive negotiations and public invitations [5][6] Group 4: Evaluation and Reporting - The evaluation of accounting firms must include criteria such as audit fees, qualifications, and quality management levels, with a minimum weight of 40% for quality management [6][8] - The audit committee must submit annual evaluation reports on the performance of the hired accounting firm to the board of directors [4][8] Group 5: Reappointment and Dismissal - The company can reappoint the same accounting firm without a new selection process if the audit committee recommends it and it is approved by the board and shareholders [6][8] - The company must change accounting firms under specific circumstances, such as significant quality defects in audit reports or failure to meet deadlines [9][10] Group 6: Supervision and Penalties - The audit committee is tasked with supervising the selection and performance of accounting firms, ensuring compliance with laws and internal regulations [25][26] - Serious violations by accounting firms can lead to their dismissal as per shareholder resolutions [27][28]

Core Points - The document outlines the financial assistance management system of Beijing Kejingyuan Technology Co., Ltd, aiming to standardize external financial assistance practices and mitigate associated risks [1][2] - The system specifies the approval authority and procedures for external financial assistance, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The purpose of the financial assistance system is to regulate the company's external financial assistance activities and clarify the approval authority and procedures [1] - External financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, excluding certain subsidiaries [1][2] Group 2: Approval Authority and Procedures - Financial assistance to external parties must be approved by a majority of non-related directors and subsequently submitted for shareholder meeting approval [2][3] - The company must ensure that the interests of shareholders are protected and that financial assistance is provided on equal, voluntary, and fair terms [2][3] Group 3: Disclosure Requirements - The company is required to disclose financial assistance matters in accordance with relevant laws and regulations, including details about the assistance agreement and the financial status of the recipient [6][7] - Independent directors and financial advisors must provide opinions on the necessity, legality, and fairness of the financial assistance [4][7] Group 4: Responsibilities and Oversight - The finance department is responsible for assessing the financial condition and repayment ability of the assistance recipient before providing financial support [19][20] - The internal audit department is tasked with monitoring the compliance of financial assistance activities [9]

Core Points - The document outlines the fundraising management system of Beijing Kejingyuan Technology Co., Ltd, aiming to regulate the management of raised funds, improve usage efficiency, and protect shareholders' interests [1][2] Group 1: Fundraising Management Principles - The company must ensure the feasibility of investment projects and prevent risks while enhancing the effectiveness of fund usage [3][4] - The board of directors and senior management are responsible for the proper use of raised funds and must not change their intended use without proper authorization [4][5] - A specialized account must be established for the storage and management of raised funds, which should not be mixed with other funds [8][9] Group 2: Fund Usage Regulations - Raised funds should primarily be used for the company's main business and not for high-risk investments or financial investments [5][6] - Any changes to the intended use of funds must be approved by the shareholders' meeting [10][11] - The company must disclose the actual usage of raised funds accurately and promptly, especially if there are significant deviations from the planned investment [12][13] Group 3: Supervision and Reporting - The company is required to conduct semi-annual reviews of the fundraising projects and report on the status of fund usage [26][27] - Independent directors must monitor the actual management and usage of funds, and they can hire external auditors for verification [28][29] - Any discrepancies in fund usage must be reported and justified in the company's annual reports [14][15]

Group 1 - The core purpose of the Nomination Committee is to standardize the selection of senior management personnel and optimize the composition of the board of directors, thereby improving the corporate governance structure of Beijing Kejingyuan Technology Co., Ltd. [2] - The Nomination Committee is a specialized working body under the board of directors, responsible for recommending candidates for directors (including independent directors) and other senior management personnel to the board [2][3] - The committee consists of three directors, with independent directors holding a majority and serving as the convener [3][4] Group 2 - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, searching for qualified candidates, reviewing candidates, and advising on the board's size and composition based on the company's operational activities [4][5] - The committee has the authority to engage headhunting firms to assist in finding qualified candidates, with the costs borne by the company [4][5] - The committee's recommendations must be submitted to the board for review, and controlling shareholders should respect these recommendations unless there is sufficient reason to propose alternative candidates [4][5] Group 3 - The decision-making process of the Nomination Committee involves active communication with relevant departments, broad searches for candidates, and thorough evaluations of potential nominees' qualifications [5][6] - Meetings of the Nomination Committee require the presence of at least two-thirds of its members to be valid, and decisions must be approved by a majority [6] - The committee may invite other directors and senior management to attend meetings but without voting rights, and it can hire external advisors for professional opinions if necessary [6]

General Principles - The company establishes rules for shareholder meetings to clarify responsibilities, standardize organization, and ensure legal compliance [2][3] - The company must hold shareholder meetings in accordance with laws, regulations, and its articles of association [2][3] Nature and Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority body, composed of all shareholders [6] - The meeting has the power to elect and replace directors, approve profit distribution plans, and make decisions on capital changes [5][6] Convening the Shareholders' Meeting - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [13] - Shareholders holding more than 10% of shares can request a temporary meeting [11] Proposals for the Shareholders' Meeting - Proposals must fall within the powers of the shareholders' meeting and comply with legal requirements [21] - Shareholders holding more than 1% of shares can submit proposals 10 days before the meeting [22] Notification of the Shareholders' Meeting - The company must notify shareholders of the annual meeting 20 days in advance and temporary meetings 15 days in advance [25] - Notifications must include details such as meeting time, location, and agenda [26] Attendance and Registration - All shareholders registered on the equity registration date have the right to attend and vote [30] - Shareholders must provide identification and, if applicable, a power of attorney to attend the meeting [31] Conducting the Shareholders' Meeting - The meeting can be conducted in person or via online voting, with specific procedures outlined [40] - The chairman of the board presides over the meeting, ensuring order and addressing shareholder inquiries [44] Voting Procedures - Each share carries one vote, and voting can be conducted by show of hands or secret ballot [53] - Related shareholders must abstain from voting on transactions involving their interests [55] Resolutions of the Shareholders' Meeting - Resolutions can be ordinary or special, requiring different majorities for approval [63][64] - The company must disclose the results of the voting and the details of the resolutions passed [78] Execution of Resolutions - The board of directors is responsible for executing the resolutions passed by the shareholders' meeting [80] - New directors take office from the date of the resolution unless otherwise specified [81]