Core Points - The article outlines the information disclosure deferral and exemption management system for Yongyi Furniture Co., Ltd, aiming to standardize the behavior of the company and other information disclosure obligors in accordance with relevant laws and regulations [1][2]. Group 1: General Provisions - The system is established to regulate the deferral and exemption of information disclosure by the company and other obligated parties, based on various legal frameworks including the "Management Measures for Information Disclosure of Listed Companies" [1]. - The company and other obligated parties must disclose information truthfully, accurately, completely, timely, and fairly, and must not misuse deferral or exemption to evade disclosure obligations or mislead investors [1][2]. Group 2: Scope and Conditions for Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or other matters that may violate state confidentiality regulations, provided there is sufficient evidence [2]. - Commercial secrets can also be deferred or exempted if they fall under specific conditions, such as core technology information that could lead to unfair competition if disclosed [2][3]. Group 3: Internal Procedures for Deferral and Exemption - The internal approval process for deferring or exempting disclosure involves several steps, including submission of applications by responsible personnel to the board office, followed by review and approval by the board secretary and chairman [4][5]. - The company must maintain records of all deferral or exemption requests, including the reasons for deferral and the internal review process, for a minimum of 10 years [4][5]. Group 4: Reporting and Accountability - After the announcement of annual, semi-annual, or quarterly reports, the company must submit relevant registration materials regarding deferred or exempted disclosures to the regulatory authorities within 10 days [5]. - The company has established a responsibility accountability mechanism for any non-compliance with the disclosure deferral and exemption system, which may lead to consequences for responsible individuals [5].

Core Points - The company, 永艺家具股份有限公司 (UE Furniture Co., Ltd.), was established as a joint-stock company based on the original 浙江永艺家具有限公司 and registered in the Zhejiang Province [2][4] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares on January 4, 2015, and was listed on the Shanghai Stock Exchange on January 23, 2015 [2][4] - The registered capital of the company is RMB 330.43317 million [4] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [2] - The company is a permanent joint-stock company with a registered address in Anji County, Zhejiang Province [4] Chapter 2: Business Objectives and Scope - The company's business objective is to continuously provide innovative products and reliable services, creating a high-efficiency and high-value development platform for the furniture industry in China [5] - The business scope includes furniture manufacturing, sales, and various related services, as well as technology consulting and import/export activities [5] Chapter 3: Shares - The company issues shares in the form of stocks, with a total share capital of 58.5 million shares at a par value of RMB 1 each [6][20] - The company has issued 330.43317 million shares, all of which are ordinary shares [7][21] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the records provided by the securities registration and settlement institution [12] - Shareholders have rights to dividends, participate in meetings, supervise the company, and request information [34][36] Chapter 5: Board of Directors and Board Meetings - The board of directors is responsible for the company's operations and is elected by the shareholders [4] - The board must ensure compliance with laws and regulations during meetings and decision-making processes [15][16] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, financial officer, and board secretary [5] Chapter 7: Financial Accounting System, Profit Distribution, and Auditing - The company must adhere to a financial accounting system and conduct internal audits [5] Chapter 8: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal and regulatory requirements [5] Chapter 9: Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - The company can increase or reduce capital based on shareholder resolutions and legal requirements [5] Chapter 10: Amendment of Articles - The articles of association can be amended following the procedures outlined in the document [5] Chapter 11: Supplementary Provisions - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [4][5]

Core Points - The article outlines the external guarantee management system of Yongyi Furniture Co., Ltd, aimed at standardizing guarantee behavior and enhancing risk control to protect the company's and investors' legal rights [2][3] - The system defines "external guarantee" as the company providing guarantees for third parties, including subsidiaries, and specifies the forms of guarantees such as guarantees, mortgages, and pledges [2][3] - A multi-layered review system is established for external guarantees, involving the Finance Management Center, the Board of Directors Office, and the Audit Department [3][4] Summary by Sections General Principles - The external guarantee management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - External guarantees must be uniformly managed by the company, and subsidiaries are prohibited from providing guarantees without approval [3] Approval Process - Guarantees exceeding 10% of the latest audited net assets require approval from more than half of the directors present at the board meeting [5] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require submission to the shareholders' meeting for approval [5][6] Daily Management and Risk Control - The Finance Management Center is responsible for the daily management of external guarantees, including the assessment of the credit status of the guaranteed parties [11][12] - Written contracts must be established for guarantees, and the Finance Management Center must maintain accurate records and regularly verify the status of guarantees [17][18] Accountability - In case of violations of the guarantee policy, the company must disclose the violations and take corrective measures to minimize losses [23] - Individuals or departments that fail to follow the established procedures for guarantees may be held accountable for any resulting losses [24]

Core Viewpoint - The company has established a fundraising management system to enhance the efficiency of fund usage, protect the rights of the company and its investors, and ensure compliance with relevant laws and regulations [2][3]. Fundraising Management - The fundraising refers to funds raised through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must use the raised funds specifically for their intended purposes, aligning with national industrial policies and sustainable development principles [2][3]. - The board of directors is responsible for monitoring the management and usage of the raised funds to mitigate investment risks [3]. Fund Storage - The company must prudently select commercial banks to open special accounts for fundraising, ensuring that the funds are managed and used exclusively for their intended purposes [4]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank within one month of the funds being received [4][5]. - The finance management center must maintain detailed records of the usage of the raised funds, and the audit department must conduct semi-annual checks [5]. Fund Usage - The raised funds should primarily be used for the main business and not for financial investments or providing funds to controlling shareholders or related parties [10][11]. - If a fundraising project faces significant changes in market conditions or delays, the company must reassess its feasibility and disclose the situation [11][12]. - The company can temporarily use idle funds for cash management, provided it does not affect the normal progress of investment plans [16]. Changes in Fund Usage - Any changes in the intended use of the raised funds must be approved by the board and disclosed to shareholders [21][22]. - The company must ensure that any new projects funded by the raised funds enhance its competitive and innovative capabilities [22][23]. - If there are surplus funds after project completion, they can be reallocated to other projects with board approval [19][20]. Oversight and Reporting - The company must accurately disclose the actual usage of the raised funds and conduct a comprehensive review every six months [26][27]. - The board must ensure compliance with the ongoing supervision by underwriters or independent financial advisors [27]. - Annual audits must be conducted by an accounting firm to verify the management and usage of the raised funds [26].

永艺家具股份有限公司 信息披露管理制度 第一章 总则 第一条 为规范永艺家具股份有限公司（以下简称"公司"）及其他信息 披露义务人的信息披露行为，加强信息披露事务管理，保护投资者合法权益，根 据《中华人民共和国公司法》《中华人民共和国证券法》（以下简称《证券法》）、 《上市公司信息披露管理办法》《上海证券交易所股票上市规则》《上海证券交 易所上市公司自律监管指引第 2 号——信息披露事务管理》等法律法规、中国证 券监督管理委员会（以下简称"中国证监会"）和上海证券交易所规则以及《永 艺家具股份有限公司章程》（以下简称《公司章程》）的有关规定，制定本制度。 第二条 董事长对公司信息披露事务管理承担首要责任。董事会秘书负责 协调执行信息披露管理制度，组织和管理董事会办公室具体承担公司信息披露工 作。董事会办公室为公司信息披露事务的日常管理部门。 董事会秘书需了解重大事件的情况和进展时，公司各事业中心、职能中心、 子公司（以下简称"下属各单位"）及人员应当予以积极配合和协助，及时、准 确、完整地进行回复，并根据要求提供相关资料。 公司董事和董事会、高级管理人员应当配合董事会秘书信息披露相关工作， 并为董事会秘书和董 ...

永艺家具股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范永艺家具股份有限公司（以下简称"公司"）关联交易事 项，保护公司和投资者合法权益，根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司治理准则》《上海证券交易所股票上市规则》《上海证 券交易所上市公司自律监管指引第 1 号——规范运作》《上海证券交易所上市公 司自律监管指引第 5 号——交易与关联交易》等法律法规、中国证券监督管理委 员会（以下简称"中国证监会"）和上海证券交易所规则以及《永艺家具股份有 限公司章程》（以下简称《公司章程》）的有关规定，制定本制度。 第二条 公司关联交易应当定价公允、审议程序合规、信息披露规范，确 保关联交易不损害公司和全体股东尤其是中小股东的利益。 第二章 关联人与关联交易 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 第四条 具有以下情形之一的法人（或者其他组织），为公司的关联法人 （或者其他组织）： （一） 直接或者间接控制公司的法人（或者其他组织）； （二） 由前项所述法人（或者其他组织）直接或者间接控制的除公司、控 股子公司及控制的其他主体以外的法人（或者其他组织）； （ ...

Core Points - The article outlines the selection and appointment process for accounting firms at Yongyi Furniture Co., Ltd, emphasizing the importance of maintaining audit quality and protecting shareholder interests [1][2][8] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and guidelines from the China Securities Regulatory Commission [1] - The selection process requires approval from the Board of Directors and the Shareholders' Meeting, ensuring independence from major shareholders and actual controllers [1][2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation for audit quality [1][2] - Firms must have a solid organizational structure, internal management systems, and familiarity with relevant financial laws and regulations [1][2] Group 3: Selection Procedures - The selection process can involve competitive negotiations, public bidding, or single-source selection, ensuring fairness and transparency [2][3] - The Audit Committee is responsible for evaluating the qualifications of participating firms based on criteria such as audit fees, quality management, and risk management capabilities [3][4] Group 4: Audit Committee Responsibilities - The Audit Committee must propose the selection criteria, oversee the selection process, and evaluate the performance of the appointed accounting firm [8][9] - Regular assessments of the accounting firm's performance must be reported to the Board of Directors [8] Group 5: Disclosure and Reporting - The company is required to disclose information regarding the accounting firm's service duration, audit fees, and performance evaluations in its annual report [9][8] - Any changes in the accounting firm must be accompanied by explanations regarding the reasons for the change and communication with previous firms [9]

Core Points - The document outlines the rules and procedures for the shareholders' meetings of Yongyi Furniture Co., Ltd, aiming to enhance corporate governance and protect shareholders' rights [2][24] - The shareholders' meeting is the highest authority of the company, consisting of all shareholders, and can be categorized into annual and temporary meetings [2][3] - Legal opinions must be obtained for the convening and voting procedures of the shareholders' meeting to ensure compliance with laws and regulations [4][5] Shareholders' Meeting Authority - The shareholders' meeting has the authority to make decisions on significant matters as stipulated by the Company Law and the company's articles of association [6][7] - Major transactions exceeding 30% of the company's audited total assets must be approved by the shareholders' meeting [8][19] - The company must seek approval from the shareholders' meeting for external guarantees exceeding 10% of the latest audited net assets [10][19] Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [14][15] - Shareholders holding more than 10% of the shares can request a temporary shareholders' meeting, and the board must respond within 10 days [9][10] - The notice for the shareholders' meeting must be sent out at least 20 days in advance for annual meetings and 15 days for temporary meetings [23][24] Voting and Resolutions - Each share carries one vote, and resolutions can be passed by a simple majority or a two-thirds majority depending on the type of resolution [45][46] - Related shareholders must abstain from voting on transactions involving them, ensuring transparency and fairness [50][20] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept for at least 10 years [62][63]

永艺家具股份有限公司 对外提供财务资助管理制度 第一章 总则 第一条 为规范永艺家具股份有限公司（以下简称"公司"）对外提供财 务资助行为，防范对外提供财务资助风险，保护公司和投资者合法权益，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《上海证 券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规 范运作》等法律法规、中国证券监督管理委员会（以下简称"中国证监会"）和 上海证券交易所规则以及《永艺家具股份有限公司章程》 （以下简称《公司章程》） 的有关规定，制定本制度。 第二条 本制度所称"对外提供财务资助"是指公司及控股子公司在主 营业务范围外以货币资金、实物资产、无形资产等方式向外部主体提供资助的行 为，包括但不限于有息或者无息借款、委托贷款等。 （一）单笔财务资助金额超过公司最近一期经审计净资产的 10%； （二）被资助对象最近一期财务报表数据显示资产负债率超过 70%； （三）最近 12 个月内财务资助金额累计计算超过公司最近一期经审计净资 产的 10%； 第三条 资助对象为公司合并报表范围内的控股子公司，且该控股子公司 其他股东中不包含公司的控股股 ...

General Principles - The company establishes an external investment management system to regulate investment behaviors, enhance investment efficiency, mitigate risks, and protect the rights of the company and its shareholders [2] - External investment refers to various forms of investment activities aimed at generating returns, utilizing monetary funds or valuing physical and intangible assets [2] - Investments are categorized into short-term (up to one year) and long-term (over one year) [2] Approval Authority and Procedures - The company implements a layered decision-making mechanism involving the shareholders' meeting, board of directors, and general manager's office for external investments [3] - Investments meeting specific criteria, such as asset total exceeding 10% of total audited assets or transaction amounts exceeding 10% of net assets, require board approval [3][4] - Certain significant investments, such as those involving over 50% of total audited assets, must be approved by both the board and shareholders' meeting [4][5] Implementation of External Investments - The general manager is responsible for organizing and monitoring external investment projects, reporting progress to the board [6] - The investment management department conducts research and analysis, drafts investment proposals, and coordinates project implementation [6] - The finance management center oversees financial management of investments, evaluates returns, and manages funding procedures [6] Management and Supervision - The company emphasizes comprehensive management of external investments to ensure asset safety and reasonable returns [7] - In cases of establishing subsidiaries, the company appoints directors and senior management to safeguard its interests [7] - The audit department supervises compliance of external investment activities [7] Transfer and Recovery of Investments - The company may recover investments under specific circumstances, such as project completion or bankruptcy [8] - Investments can be transferred if they no longer align with the company's strategic direction or if they are consistently unprofitable [8] - The transfer process must comply with relevant laws and regulations [8] Reporting and Disclosure - The company must adhere to legal obligations for information disclosure regarding external investments [9] - Subsidiaries are required to report investment-related information accurately and promptly to the company's board [9] - All personnel with access to non-public investment information are bound by confidentiality obligations [9] Miscellaneous - Any matters not covered by this system will follow relevant laws and regulations [9] - The board of directors is responsible for interpreting this system [9] - This system becomes effective upon approval by the shareholders' meeting [9]