Core Points - The document outlines the operational guidelines for the General Manager of Shenzhen Deep Science and Technology Equipment Co., Ltd, focusing on governance structure, responsibilities, and appointment criteria [2][10]. General Provisions - The guidelines aim to enhance the governance structure and ensure the General Manager exercises their powers legally and responsibly [2]. - The document is based on the Company Law of the People's Republic of China and relevant regulations [2]. Appointment and Dismissal of the General Manager - The company appoints one General Manager, with the possibility of several Vice General Managers or assistants based on operational needs [3]. - The General Manager is selected by the Board of Directors and serves a term of three years, with the possibility of reappointment [3]. - Specific qualifications for the General Manager include strong management skills, industry knowledge, and a commitment to ethical conduct [3]. Responsibilities of the General Manager - The General Manager is responsible for daily operations and reports to the Board of Directors [4]. - Key responsibilities include implementing board resolutions, drafting investment plans, and managing annual operational plans [4][5]. - The General Manager can delegate specific responsibilities to senior management as needed [5]. Meetings and Reporting - The General Manager conducts regular meetings to oversee operational progress and coordinate departmental activities [7]. - Meeting records must be maintained for at least ten years, detailing attendees and decisions made [7][8]. - The General Manager must report significant operational or financial events to the Board promptly [8]. Compensation - The General Manager's compensation is determined in the employment contract with the Board, following a salary system established by the Board [10].

Core Points - The company has established an information disclosure management system to ensure compliance with relevant laws and regulations, aiming to protect the rights of investors and stakeholders [1][2][3] - The company is committed to providing truthful, accurate, complete, and timely information to all investors, avoiding any false statements or omissions [2][3] - The board of directors and senior management are responsible for ensuring the integrity of disclosed information and must declare any inability to guarantee its accuracy [2][3][4] Group 1: Information Disclosure Responsibilities - The company must disclose information simultaneously to all investors and ensure that the information is clear and understandable [1][2] - Information disclosure is a continuous obligation, and the company must act in good faith to fulfill this duty [1][3] - The company must maintain confidentiality regarding insider information until it is legally disclosed [2][3] Group 2: Disclosure Procedures - The company must submit disclosure documents to the stock exchange and publish them in designated newspapers and websites [2][3][4] - The company is prohibited from using press releases to substitute for required reports and announcements [3][4] - The company must have necessary communication equipment and channels to facilitate investor relations [3][4] Group 3: Types of Reports - The company is required to publish periodic reports, including annual, semi-annual, and quarterly reports, as well as temporary reports for significant events [5][6][10] - Annual reports must be audited by a qualified accounting firm, while semi-annual reports may not require an audit unless specific conditions are met [5][6][7] - The company must disclose any significant events that could materially affect shareholder decisions [4][5][6] Group 4: Major Events and Risks - The company must report any major events that could impact its securities or derivatives trading prices, including significant losses, debt issues, or legal matters [16][18][19] - The company must disclose any changes in its operational strategy, significant contracts, or major investments that could affect its financial position [17][18][19] - The company must ensure that any insider trading or leaks of confidential information are managed according to established protocols [2][3][4]

General Information - Shenzhen S-King Intelligent Equipment Co., Ltd. is established as a joint-stock company according to the Company Law and other relevant regulations [2][3] - The company was registered with a capital of RMB 94.456295 million and is located in Bao'an District, Shenzhen [3][4] - The company was approved for public offering of 20.26 million shares on January 26, 2021, and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on March 9, 2021 [3][4] Business Objectives and Scope - The company's business objective is to focus on the research and development of high-tech products, providing quality brand products and services, and enhancing profits and value for employees, shareholders, and society [4][5] - The business scope includes embedded software and system solutions, automation manufacturing process systems, customer relationship management software, and various intelligent equipment and components [4][5] Share Capital and Structure - The company's total share capital is 94.456295 million shares, all of which are ordinary shares with a par value of RMB 1 per share [6][20] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise the company's operations, and request information [13][14] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [39][40] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the authority to elect directors, approve financial reports, and make significant corporate decisions [20][21] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [44] Financial Management and Reporting - The company is required to disclose financial information and significant transactions to ensure transparency and protect shareholder interests [16][22] - Any external guarantees exceeding 10% of the latest audited net assets must be approved by the board and submitted to the shareholder meeting for approval [42][43]

Core Viewpoint - The internal reporting system for significant information at Shenzhen Deep Science and Technology Equipment Co., Ltd. aims to ensure timely, accurate, and complete disclosure of information that may significantly impact stock trading and investor decisions [1][2]. Group 1: Internal Reporting Obligations - The internal reporting obligations apply to directors, senior management, department heads, and other relevant personnel who may come into contact with significant information [1][2]. - Shareholders holding more than 5% of the company's shares and their related parties must also report significant events to the board chairman and secretary in a timely manner [2][10]. Group 2: Definition of Significant Information - Significant information includes important meetings, major transactions, and ongoing developments that could affect the company's stock price or trading volume [2][3]. - Specific thresholds for reporting significant transactions include those exceeding 10% of the latest audited total assets or annual revenue, or absolute amounts exceeding 1 million yuan [3][4]. Group 3: Reporting Procedures - Information report obligations must be fulfilled on the same day that significant information is known, with written or verbal reports made to the board secretary [11][17]. - The board secretary is responsible for evaluating and determining the necessary disclosure actions upon receiving reports of significant information [13][16]. Group 4: Confidentiality Obligations - All individuals with reporting obligations must maintain confidentiality regarding undisclosed significant information until it is publicly disclosed [14][19]. - The board secretary's office is tasked with controlling the dissemination of sensitive information and ensuring that only a limited number of individuals are aware of it prior to disclosure [14][19]. Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the internal reporting and external disclosure of significant information, with the chairman being the primary responsible person [15][16]. - Failure to comply with reporting obligations can result in disciplinary actions, including warnings, deductions in bonuses, or termination of employment [18][19].

General Principles - The company establishes an insider information management system to enhance confidentiality and prevent insider trading, ensuring fair and transparent information disclosure [2][3] - The system applies to the company, its subsidiaries, and significant affiliates, ensuring comprehensive coverage of insider information management [2] Responsibilities and Management - The board of directors is responsible for managing the registration of insider information personnel, with the board secretary overseeing implementation [3] - The company’s securities department handles daily operations related to insider information registration, disclosure, and management [4] Definition of Insider Information - Insider information includes any non-public information that could significantly impact the company's stock price, such as major operational changes, significant investments, or financial losses [4][5] - Specific examples of insider information include changes in management, major debts, and significant legal issues [5] Insider Information Personnel - Insider information personnel include company directors, senior management, and significant shareholders, as well as individuals who may gain access to insider information through their roles [6] - The company must ensure that all insider information personnel understand their rights, obligations, and legal responsibilities [4] Information Flow and Registration - The company must maintain a detailed record of insider information personnel, including the time and manner in which they received insider information [10][12] - All insider information personnel are required to take necessary measures to limit the dissemination of insider information before it is publicly disclosed [9][10] Compliance and Penalties - The company is obligated to report any violations of insider information regulations to the relevant authorities and may impose penalties on violators [16][28] - The company must conduct self-inspections regarding insider trading and report findings to regulatory bodies within two working days [19][20] Documentation and Record Keeping - The company must maintain insider information personnel records for at least ten years, allowing regulatory bodies to access these records as needed [21] - A specific format for documenting insider information personnel is provided, ensuring consistency and compliance with regulations [19]

第一条 为了进一步规范深圳市深科达智能装备股份有限公司（以下简称 "公司"）董事会的议事方式和决策程序，促使董事和董事会有效地履行其职责， 提高董事会规范运作和科学决策水平，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》《上市公司治理准则》《上海 证券交易所科创板股票上市规则》（以下简称"《科创板股票上市规则》"）等 法律、法规以及规范性文件和《深圳市深科达智能装备股份有限公司章程》（以 下简称"《公司章程》"）的相关规定，制定本规则。 深圳市深科达智能装备股份有限公司 董事会议事规则 第一章 总则 董事会秘书兼任董事会办公室负责人，保管董事会和董事会办公室印章。 公司设立证券事务代表，协助董事会秘书履行职责，董事会秘书不能履行职 责或董事会秘书授权时，证券事务代表应当代为履行职责。 第二章 董事会的组成和职责 第四条 有下列情形之一者，不得担任公司的董事： （一）无民事行为能力或者限制民事行为能力; （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾 5 年； 被宣告缓刑的， 自缓刑考验期满之日起未逾 ...

Core Points - The article outlines the selection and appointment system for accounting firms at Shenzhen Deep Science and Technology Equipment Co., Ltd. to enhance audit quality and protect shareholder interests [1][2][3] Group 1: General Principles - The company aims to improve the selection process of accounting firms to ensure high-quality financial reporting and auditing [1] - The selection of accounting firms must be approved by the audit committee, board of directors, and shareholders [1][2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and necessary qualifications as per regulatory requirements [2] - Firms should have a solid organizational structure, internal management systems, and a good record of compliance with auditing standards [2] Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the auditing process [2][3] - The selection process should be competitive and transparent, utilizing methods such as public bidding and competitive negotiation [3][4] Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [5] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [5] Group 5: Reappointment and Dismissal - The company can reappoint the same auditing firm without a new selection process if approved by the audit committee and board [6] - The audit committee must evaluate the performance of the auditing firm before reappointment [6][7] Group 6: Supervision and Penalties - The audit committee is tasked with ensuring that external auditors adhere to ethical standards and industry regulations [8][9] - Serious violations by accounting firms can lead to penalties, including dismissal and financial liability for responsible individuals [9] Group 7: Additional Provisions - The company must disclose information regarding the auditing firm, including service duration and fees, in its annual report [10] - Documentation related to the selection and appointment process must be retained for at least 10 years [10][11]

Core Viewpoint - The company establishes an investor relations management system to enhance communication with investors, improve corporate governance, and protect the rights of investors, particularly the public [1][2]. Group 1: Objectives and Principles of Investor Relations - The objectives of investor relations include fostering a positive relationship with investors, establishing a stable investor base, promoting a culture of respect for investors, maximizing overall company benefits, and increasing transparency in information disclosure [2][3]. - The basic principles of investor relations work include full disclosure of information, compliance with legal regulations, equal treatment of all investors, honesty and integrity, efficiency in communication, and interactive communication with investors [2][3][4]. Group 2: Management Scope and Communication Channels - The scope of investor relations management includes communication with investors, potential investors, analysts, media, and regulatory bodies [4][5]. - Communication channels for investor relations include announcements, investor meetings, one-on-one communications, and the company website, among others [4][5][6]. Group 3: Responsibilities and Training - The company’s board secretary is responsible for managing investor relations, organizing activities, and ensuring compliance with disclosure regulations [6][7]. - Staff involved in investor relations must possess comprehensive knowledge of the company, good communication skills, and a strong sense of confidentiality [7][8]. Group 4: Disclosure and Reporting - The company must disclose legally required information promptly and cannot substitute announcements with other forms of communication [5][6]. - Investor meetings should be held to address significant issues, such as cash dividend levels or abnormal stock price fluctuations [9][10].

Group 1 - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The Strategic Committee consists of three directors, including at least one independent director, and is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [1][2] - The committee's proposals must be submitted to the Board of Directors for review and decision [8][9] Group 2 - The Strategic Committee has specific responsibilities, including researching long-term strategic planning, major investment financing proposals, and significant capital operations [8] - The committee is required to conduct checks on the implementation of the aforementioned matters [8] - The decision-making process involves preparation by a working group, which provides necessary documentation and evaluations for the committee's discussions [10][11] Group 3 - Meetings of the Strategic Committee must be notified to all members at least three days in advance, and decisions require a two-thirds majority of members present [12][13] - The committee can invite external experts or management to participate in meetings when necessary [15] - All meetings must be recorded, and members are bound by confidentiality regarding the discussed matters [18][20] Group 4 - The work rules of the Strategic Committee will take effect upon approval by the Board of Directors, and any unresolved issues will be governed by relevant laws and regulations [21][22] - The Board of Directors holds the authority to interpret these work rules [23]

General Principles - The purpose of the system is to enhance the operational standards of Shenzhen Deep Science and Technology Equipment Co., Ltd., improve the authenticity, accuracy, completeness, and timeliness of information disclosure, and increase accountability for annual report disclosures [2] - The system applies to directors, senior management, subsidiary heads, controlling shareholders, and other relevant personnel involved in annual report information disclosure [2][3] Accountability for Major Disclosure Errors - Major errors in annual report disclosures that lead to significant economic losses or severe negative social impacts will result in accountability for responsible personnel [2][3] - Specific circumstances that warrant accountability include violations of laws and regulations, internal control failures, and lack of timely communication leading to significant errors [3][4] Principles of Accountability - The accountability system follows principles of objectivity, fairness, and proportionality between fault and responsibility [3] - The board office is responsible for collecting and summarizing materials related to accountability and proposing handling plans for board approval [3] Forms and Types of Accountability - The forms of accountability may include economic penalties, job reassignment, suspension, demotion, or termination of employment, depending on the severity of the situation [5][12] - Before any penalties are imposed, the responsible party's statements must be heard, ensuring their rights to present their case [5][10] Implementation and Effectiveness - The system will take effect upon approval by the board and will be revised as necessary [12][14]