General Overview - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][3] - The committee operates independently and is responsible for long-term strategic planning and significant investment decisions [1][3] Committee Composition - The committee consists of at least three directors, including at least one independent director [2] - The committee chair is elected by the board and is responsible for convening meetings [2] Responsibilities and Authority - The committee's primary responsibilities include researching and proposing suggestions for the company's long-term strategic planning and major investment decisions [3] - It is authorized to review significant matters such as external investments, asset acquisitions, and financing plans [3] Meeting Procedures - The committee must hold at least one regular meeting each fiscal year, with provisions for special meetings as needed [4] - Meeting notifications must be sent at least three days in advance, detailing the agenda and other relevant information [4][5] Voting and Decision-Making - A quorum of two-thirds of committee members is required to hold a meeting, and decisions must be approved by a majority of those present [6][8] - Voting can be conducted through various methods, including in-person and electronic means [8] Record Keeping - Meeting minutes must be recorded and maintained for a minimum of ten years, including details of decisions made and voting outcomes [9][10]

Core Viewpoint - The financing management system of Anzheng Fashion Group Co., Ltd. aims to strengthen financing management, standardize financing behavior, reduce financing costs, and effectively prevent financial management risks [1][2]. Group 1: General Principles - The financing includes both equity financing and debt financing, with equity financing increasing equity capital and debt financing increasing liabilities [1]. - The company must draft financing plans based on financing goals and annual budgets, clearly defining the purpose, scale, structure, and methods of financing [1]. - Financing activities should align with the company's medium to long-term strategic development plan, balancing long-term and current interests, and considering the impact on capital structure and debt repayment capability [2]. Group 2: Decision-Making and Implementation - The company’s president, board of directors, and shareholders' meeting have decision-making authority over financing matters within their respective scopes [2]. - A written financing plan must detail the financing amount, reasons, methods, and uses of funds, as well as any guarantees provided [2][3]. - The approval process for loans or financing leases involves the finance management department's application, financial director's approval, and adherence to approval procedures [2][3]. Group 3: Approval Authority - The approval authority for financing applications varies based on the amount, with specific thresholds for board and shareholders' meeting approvals [2][3]. - The financing approval authority can be adjusted as needed based on business development, requiring application and approval [3]. Group 4: Fund Management and Usage - The company must use funds strictly according to the approved financing plan, prohibiting unauthorized changes to fund usage [4]. - Debt repayment management is crucial, with arrangements for timely payment of principal and interest based on financing agreements [5]. Group 5: Supervision and Accountability - The audit department is responsible for internal control supervision of financing activities, conducting regular audits to ensure compliance with the financing management system [6]. - Any violations or failures in duty by relevant personnel may result in economic penalties or administrative sanctions, and those causing damage to the company may be liable for compensation [7]. Group 6: Miscellaneous Provisions - Any matters not covered by this system will follow national laws and regulations, and the system will take effect upon approval by the board of directors [9].

Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of Anzheng Fashion Group Co., Ltd, emphasizing compliance with relevant laws and regulations regarding share transfers and disclosures [1][2]. Summary by Sections Management of Shareholdings - The company establishes a system to manage the shares held by its directors and senior management, in accordance with the Company Law, Securities Law, and other relevant regulations [1]. - Directors and senior management must adhere to restrictions on share transfers as stipulated by laws and regulations [2]. Transfer Restrictions - Share transfers by directors and senior management are prohibited under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2]. - Additional restrictions apply if the company is under investigation for securities violations or if the individual is subject to legal penalties [2]. Transfer Limits - Directors and senior management can transfer a maximum of 25% of their total shareholdings each year, with exceptions for certain circumstances such as judicial enforcement or inheritance [3]. - If the number of shares held is less than 1,000, they may transfer all shares at once without being subject to the 25% limit [3]. New Share Issuance and Incentives - New shares acquired through public or private issuance, equity incentive plans, or other means can be transferred up to 25% in the year they are acquired, with limited conditions applying to shares with restrictions [4][5]. Disclosure Requirements - Directors and senior management must report shareholding changes within two trading days, including details such as the number of shares before and after the change [6]. - A reduction plan must be disclosed 15 trading days prior to any planned share sales, detailing the number of shares, time frame, and reasons for the sale [5][6]. Insider Trading Regulations - Directors and senior management are prohibited from trading shares based on insider information and must ensure that close relatives and associates do not engage in such trading [8][9]. - Violations of trading regulations will result in the company recovering any profits made from such trades [7]. Reporting and Compliance - The company must disclose the trading activities of directors and senior management in its annual and semi-annual reports, including the number of shares held at the beginning and end of the reporting period [9][10]. - The board of directors is responsible for ensuring compliance with these regulations and must report any violations to regulatory authorities [10].

Core Points - The article outlines the internal information management system of Anzheng Fashion Group Co., Ltd, aimed at regulating insider information management and ensuring the confidentiality of such information to protect investors' rights [2][3][4]. Group 1: General Provisions - The company establishes this system to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The Board of Directors is designated as the management body for insider information, with the Board Office responsible for supervision and disclosure [2][3]. Group 2: Insider Information and Its Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices [3][4]. - The scope of insider information includes major changes in business policies, significant investments, undisclosed financial reports, dividend distribution plans, and other critical corporate events [3][4][5]. Group 3: Insider Information Registrant Management - The company must maintain a record of individuals who have access to insider information before it is publicly disclosed, including their details and the nature of the information [5][6]. - The company is required to create a memorandum of significant events during major corporate actions, documenting key decision points and involved personnel [7][8]. Group 4: Confidentiality Management - Individuals with access to insider information are obligated to maintain confidentiality and are prohibited from disclosing or trading based on such information [9][10]. - The company must ensure that any provision of non-public information to major shareholders or insiders is documented and accompanied by confidentiality agreements [10][11]. Group 5: Accountability - The company reserves the right to impose penalties on individuals who leak insider information or engage in insider trading, with potential criminal liability for severe violations [11][12]. - The company retains the right to pursue claims against directors, senior management, and major shareholders for any losses incurred due to breaches of this regulation [11][12].

Core Viewpoint - The company has established a profit distribution management system to ensure a scientific, sustainable, and stable dividend mechanism, protecting the legitimate rights and interests of minority investors [1][2]. Profit Distribution Policy - The company emphasizes reasonable returns for investors while considering its funding needs and sustainable development [1]. - The distribution of annual after-tax profits follows a specific order: covering previous losses, allocating statutory reserves, discretionary reserves, and then paying dividends to shareholders [1][2]. - The company prioritizes cash dividends but may also use stock dividends or a combination of both, depending on profitability and operational needs [2][3]. Dividend Conditions and Proportions - Cash dividends will be distributed only if the company is profitable, has no unaddressed losses, and has sufficient cash to support normal operations [3]. - The company aims to distribute at least 20% of its distributable profits as cash dividends each year [3]. - In cases of significant capital expenditures, the minimum cash dividend proportions vary based on the company's development stage, ranging from 20% to 80% [4][5]. Decision-Making Mechanism - The profit distribution proposal is developed by the management and board, considering the company's articles of association, profitability, funding needs, and shareholder return plans [5][6]. - Independent directors can express opinions if they believe the cash dividend proposal may harm the company or minority shareholders [6]. Supervision and Constraints - The company must disclose its profit distribution plans and the execution of cash dividend policies in regular reports [7]. - Any changes to the profit distribution policy due to significant external or internal changes must be approved by a two-thirds majority of the voting rights at the shareholders' meeting [7]. Implementation - The profit distribution management system will take effect after approval by the shareholders' meeting [7].

安正时尚集团股份有限公司 董事会审计委员会工作制度 第一章 总则 第一条 为强化安正时尚集团股份有限公司（以下简称"公司"）董事会决 策功能，建立和健全董事会的审计评价和监督机制，进一步完善公司治理结构， 确保董事会对经理层的有效监督，公司董事会根据《中华人民共和国公司法》 （以 下简称《公司法》）、《上市公司治理准则》《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》 《安正时尚集团股份有限公司章程》 （以下简称《公 司章程》）及其它有关规定，特决定设立安正时尚集团股份有限公司董事会审计 委员会（以下简称"委员会"），并制订本工作制度。 第二条 委员会所作决议，必须遵守《公司章程》、本工作制度及其他有关 法律、法规和规范性文件的规定。 第三条 委员会根据《公司章程》和本工作制度规定的职责范围履行职责， 独立工作，不受公司其他部门干涉。委员会对董事会负责，向董事会报告工作。 第二章 人员构成 第四条 委员会由三名董事组成，委员应当为不在公司担任高级管理人员的 董事，其中过半数委员须为公司独立董事。委员中至少有一名独立董事为专业会 计人士。公司董事会成员中的职工代表可以成为委员。 委员会全部成员均须 ...

Core Points - The company has established an internal accountability system to ensure that directors and senior management fulfill their responsibilities and to pursue accountability for any personal misconduct that results in losses to the company [2][4][11] - The internal accountability system applies to various aspects including information disclosure management, corporate governance, financial accounting management, and investor relations management [4][5][6] Summary by Sections General Principles - The internal accountability system aims to strengthen internal constraints and improve corporate governance effectiveness [2][4] - It emphasizes fairness, justice, and the principle of accountability being personal rather than corporate [4][5] Accountability Matters and Methods - Specific situations that warrant accountability include false disclosures, late disclosures, and incomplete disclosures [6][7] - Governance issues such as undue interference from controlling shareholders and violations of legal procedures also trigger accountability [5][6] - Financial management failures, including falsifying financial documents and misusing raised funds, are grounds for accountability [6][8] - Violations related to stock trading by directors and senior management are also addressed [8][9] - Investor relations mismanagement, such as obstructing investor participation and failing to respond to inquiries, can lead to accountability [9][10] Accountability Procedures - The audit committee is designated as the specialized body responsible for accountability matters [12][13] - The company must initiate accountability mechanisms within five days of discovering issues or receiving regulatory documents, completing the process within fifteen days [12][13] - All departments and individuals have the right to report misconduct [12][13] Public Disclosure of Accountability - Accountability decisions involving directors and senior management must be reported to regulatory authorities within three working days [12][13] - Any internal accountability measures that are subject to disclosure must be made public promptly [12][13] Additional Provisions - The system defines senior management roles and outlines the responsibilities of the board of directors and the audit committee [12][13] - The board of directors is responsible for interpreting the internal accountability system, which takes effect upon approval [12][13]

Core Points - The internal control system of Anzheng Fashion Group aims to enhance regulatory compliance, operational efficiency, asset security, accurate information disclosure, and fraud prevention [2][3][4] - The board of directors is responsible for the establishment and effective execution of the internal control system [2][3] - The internal control principles include comprehensiveness, significance, checks and balances, adaptability, and cost-effectiveness [2][3][4] Group 1: Internal Control Objectives - The internal control system aims to ensure compliance with laws and regulations [2] - It seeks to enhance operational efficiency and increase shareholder returns [2] - The system is designed to safeguard company assets and prevent losses [2][3] Group 2: Internal Control Components - Key elements of internal control include internal environment, goal setting, risk identification, risk assessment, risk response, control activities, information and communication, and monitoring [3][4] - The company must continuously improve its governance structure and establish effective incentive mechanisms [4][5] Group 3: Control Activities - Internal control activities cover all operational aspects, including sales, procurement, inventory management, and financial management [4][5] - The company must strengthen management control over subsidiaries and related transactions [5][6] Group 4: Risk Management - The company is required to develop a risk assessment system to monitor various risks continuously [5][6] - It must ensure timely communication of risk information to the board and senior management [5][6] Group 5: Financial Management - The company must establish a management system for raised funds, ensuring proper storage, approval, and usage [11][12] - Strict approval procedures for significant investments and financial assistance must be followed [12][14] Group 6: Information Disclosure - The company must adhere to regulations regarding information disclosure, ensuring timely and accurate reporting of significant events [16][17] - A confidentiality system for major information must be established to protect sensitive data [16][17] Group 7: Internal Audit and Evaluation - The internal audit department is responsible for evaluating the effectiveness of the internal control system and reporting findings to the board [17][18] - The company must conduct annual self-evaluations of its internal control system and disclose results to the stock exchange [19][20]

Core Viewpoint - The article outlines the rules and procedures governing the board of directors of Anzheng Fashion Group Co., Ltd, aiming to enhance the board's operational efficiency and decision-making capabilities [2][3]. Group 1: General Principles - The purpose of these rules is to clarify the responsibilities and powers of the board of directors, ensuring compliance with relevant laws and regulations [2]. - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [3]. Group 2: Composition and Responsibilities of the Board - The board consists of six directors, including one chairman and potentially one vice-chairman, with at least one-third being independent directors [3]. - Directors are elected by the shareholders' meeting for a term of three years and can be re-elected [3]. Group 3: Board Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [12][14]. - A written notice for regular meetings must be sent 10 days in advance, while temporary meetings require a 5-day notice [9]. Group 4: Decision-Making and Voting - Decisions are made through board meetings, requiring a majority of directors present to pass resolutions [20][28]. - Directors must express clear opinions on proposals, and voting is conducted by secret ballot [24][26]. Group 5: Record Keeping and Announcement of Resolutions - Meeting records must include details such as attendees, proposals discussed, and voting results, and must be signed by the directors [33][34]. - The board secretary is responsible for announcing resolutions in accordance with stock exchange regulations [35].

Core Viewpoint - The financial management system of Anzheng Fashion Group Co., Ltd. aims to standardize accounting practices, ensure the quality of accounting information, and enhance economic efficiency while protecting shareholder rights [1]. Group 1: General Principles - The financial management system is established based on relevant laws and regulations, including the Company Law and Accounting Law of the People's Republic of China, as well as the company's specific circumstances [1][2]. - The system applies to the company and all subsidiaries, allowing them to create implementation details based on their actual situations [1]. Group 2: Accounting System - The financial management work is organized under the leadership of the board of directors and implemented by the president, with the financial director responsible for reporting to both [2]. - The finance department must establish a responsibility system to meet accounting business needs, ensuring that roles are clearly defined and that no conflicts of interest arise [2]. Group 3: Accounting Practices - Accounting records must reflect the company's various production and operational activities, adhering to national accounting standards [5]. - Financial reports must be prepared monthly, ensuring accuracy and completeness, and must be submitted on time [5][6]. Group 4: Financial Reporting - The company's financial reports consist of accounting statements and notes, following the relevant accounting standards [7]. - Financial reports are categorized into quarterly, interim, and annual reports, with specific deadlines for submission [7][8]. Group 5: Profit Distribution - After paying income tax, profits are distributed according to specific rules, ensuring that legal reserves are met before any distribution to shareholders [8]. - The company aims to maintain a stable and continuous profit distribution policy, considering shareholder interests and the company's operational needs [9]. Group 6: Accounting Archives Management - Accounting archives, including vouchers, ledgers, and financial reports, must be properly managed and stored, with specific retention periods [10][11]. - The finance department is responsible for the management of accounting archives, ensuring they are organized and protected from damage [10]. Group 7: Accounting Information System Management - The company utilizes a unified accounting information system across subsidiaries to ensure quality and efficiency in financial management [11]. - The system must be properly managed and maintained, with appropriate backup procedures in place [11].