Core Points - The company has established a complaint and reporting management system to protect whistleblowers and ensure compliance with laws and regulations [1][8] - The audit center is designated as the management department for complaints and reports, responsible for handling and protecting whistleblowers [2][3] - The company encourages real-name reporting and ensures confidentiality for those who report [2][6] Complaint Reporting Scope and Responsibilities - The scope of complaints includes actual or suspected fraud cases involving the company and its personnel [1][2] - The audit center must publish contact information for reporting, including phone numbers and email addresses [2][8] Complaint Reporting Methods - Whistleblowers can report through written, email, or phone methods, providing necessary details and evidence [2][3] - The company emphasizes the importance of truthful reporting and outlines consequences for false accusations [3][4] Complaint Handling Procedures - Complaints involving ordinary employees and middle management must be reported to the president within five working days [3][4] - Complaints involving senior management must be reported to the chairman within two working days for further investigation [3][4] Protection of Whistleblowers - The company adheres to principles of confidentiality, rewards, and protection of legal rights for whistleblowers [6][7] - Any retaliation against whistleblowers is strictly prohibited, and violators will face legal consequences [6][7] Additional Provisions - The company will correct any unjust treatment of whistleblowers and ensure their safety is prioritized [6][7] - The board of directors is responsible for interpreting and revising the complaint management system [8]

Core Viewpoint - The company has established a comprehensive set of regulations governing its securities investment, futures, and derivatives trading activities to mitigate investment risks and protect investor rights while ensuring compliance with relevant laws and regulations [1][2]. Group 1: Investment and Trading Principles - The company must adhere to national laws and regulations when engaging in securities investment, futures, and derivatives trading [2]. - Investments should be conducted in a legal, prudent, safe, and effective manner, with a focus on risk control and investment efficiency, aligned with the company's risk tolerance [2]. - The funding for these investments must come from the company's own funds, prohibiting the use of raised funds for such activities [2]. Group 2: Decision-Making Authority - The company's board of directors and shareholders' meeting are responsible for decision-making regarding securities investment, futures, and derivatives trading [2]. - Any securities investment exceeding 50 million RMB must be submitted for shareholder approval, along with timely disclosures [2]. - For futures and derivatives transactions that significantly impact the company's financials, a feasibility analysis must be prepared and approved by the board before submission to shareholders [2]. Group 3: Management and Audit - A decision-making committee comprising key executives is established to oversee investment projects and develop emergency response mechanisms [3]. - The investment department must conduct comprehensive analyses of potential projects, including market prospects and economic feasibility, before proceeding [4]. - The risk control department is tasked with monitoring market conditions and assessing the risk exposure of traded products [4]. Group 4: Information Disclosure - The company is required to disclose relevant information regarding its securities investment, futures, and derivatives activities in accordance with regulatory requirements [6][7]. - Regular reports must include details of securities investments and derivatives trading activities conducted during the reporting period [7]. Group 5: Internal Reporting Procedures - The company must follow internal reporting procedures for significant information related to securities investment, futures, and derivatives trading [5]. - Any major changes in investment plans or external conditions must be reported immediately to the board and the president [5]. Group 6: Compliance and Amendments - The established regulations apply to the company and its subsidiaries, with provisions for amendments in line with national laws and regulations [7]. - The board of directors is responsible for interpreting these regulations, which take effect upon approval [7].

Core Viewpoint - The document outlines the internal reporting obligations for significant information within Guangdong Haid Group Co., Ltd, ensuring timely, accurate, and comprehensive disclosure to protect investors' rights [1][2][3]. Group 1: Internal Reporting Obligations - The internal reporting system applies to the company, wholly-owned subsidiaries, controlling subsidiaries, and affiliated companies [1]. - Individuals with reporting obligations include directors, senior management, department heads, and significant shareholders [1][2]. - Major information must be reported immediately to the board secretary and must be accurate and complete, without significant omissions or misleading statements [2][3]. Group 2: Scope of Major Information - The reporting scope includes non-related transactions, guarantees, financial assistance, and significant asset purchases or sales exceeding 10% of the company's audited revenue or 10 million yuan [2][3]. - Related transactions must be reported if they exceed 0.5% of the company's latest audited net assets [3][4]. - Legal matters such as lawsuits and arbitrations must also be reported promptly [3][4]. Group 3: Reporting Procedures - The company mandates a real-time reporting system for significant information, requiring immediate communication to the board chairman and board secretary [7][8]. - Reports must include the reasons for significant events, involved parties, and any agreements or approvals related to the events [7][8]. - Failure to report significant information in a timely manner may result in disciplinary actions against responsible individuals [9]. Group 4: Management and Responsibilities - The board secretary and securities department are responsible for managing the reporting of significant information and ensuring compliance with relevant laws and regulations [6][7]. - The company emphasizes the importance of confidentiality regarding undisclosed information to prevent insider trading [9]. - Regular training and communication are required for personnel responsible for reporting to ensure timely and accurate disclosures [9].

Core Points - The article outlines the insider information management system of Guangdong Haida Group Co., Ltd, aimed at preventing insider trading and protecting investors' rights [1][2] - The system defines insider information and the responsibilities of insider information holders, emphasizing confidentiality and compliance with relevant laws [2][3] - The company is required to maintain a registry of insider information and its holders, ensuring proper management and reporting to regulatory bodies [6][10] Group 1: Insider Information Definition and Scope - Insider information includes significant changes in the company's operations, financial status, or any information that could impact the trading price of the company's securities [2][3] - The scope of the insider information management system covers the company and its subsidiaries, as well as any entities where the company holds a significant influence [2][3] Group 2: Responsibilities and Management - The board of directors is responsible for managing insider information and ensuring that all relevant personnel comply with confidentiality obligations [2][6] - Insider information holders must take necessary measures to limit the dissemination of insider information before it is publicly disclosed [6][10] Group 3: Reporting and Compliance - The company must report any significant changes in insider information to the Shenzhen Stock Exchange and maintain accurate records of insider information holders [10][11] - The system mandates that any external parties receiving insider information must also adhere to confidentiality obligations and report any breaches [15][16] Group 4: Penalties for Violations - Violations of the insider information management system can result in disciplinary actions against internal personnel and potential legal consequences for external parties [22][26] - The company retains the right to pursue legal action against individuals or entities that misuse insider information for personal gain [26][27]

General Principles - The company has established a code of conduct for its directors and senior management to ensure compliance with laws and regulations, as well as to clarify procedures [2][3] - The code applies to the company's directors and senior management, including the president, vice presidents, chief engineer, financial director, and board secretary [2] Duties of Directors and Senior Management - Directors and senior management must adhere to legal and regulatory requirements, avoiding conflicts of interest and not exploiting their positions for personal gain [2][4] - Specific obligations include not misappropriating company assets, not using company funds for personal accounts, and not engaging in bribery or accepting illegal income [2][4] - They must report any potential conflicts or transactions with the company to the board or shareholders for approval [2][4] Shareholding and Meeting Attendance - Directors and senior management are required to declare their shareholdings and any changes in accordance with relevant laws and company regulations [3] - Directors are expected to attend board meetings in person or provide written opinions if unable to attend, with specific rules governing proxy attendance [3][5] Responsibilities and Liabilities - The company will bear responsibility for damages caused by directors and senior management during their duties, but they may also be held liable for intentional misconduct or gross negligence [4][6] - Directors must avoid conflicts of interest during voting on proposals and must sign off on meeting records to confirm their participation [5][6] Resignation and Transition Management - The board must promptly convene a shareholders' meeting to fill any vacancies caused by a director's resignation, with specific timelines for independent directors [6][8] - Directors and senior management must complete all handover procedures upon resignation, and their obligations regarding confidentiality and loyalty continue post-tenure [8][10] Confidentiality and Information Disclosure - The board secretary is responsible for managing insider information confidentiality, and any disclosure of such information must be approved by the board [7][10] - Directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm shareholder interests after leaving [9][10]

Core Viewpoint - The internal audit system of Guangdong Haid Group Co., Ltd. is designed to enhance internal control, improve corporate governance, and protect the legal rights of the company and its shareholders [1][2]. Group 1: Internal Audit Responsibilities - The Audit Committee is responsible for evaluating the effectiveness of internal controls and the implementation of internal audit work across the company and its subsidiaries [1][2]. - The internal audit department must conduct independent and objective evaluations of the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2]. - The Audit Center must maintain independence and is not to be under the leadership of the finance department, ensuring its budget is guaranteed by the company [1][2][3]. Group 2: Reporting and Communication - The Audit Center is required to report at least quarterly to the Board or Audit Committee on the execution of the internal audit plan and any issues discovered [2][3]. - The Audit Committee must oversee the Audit Center and ensure that it conducts checks on significant events such as fundraising, related transactions, and major financial dealings [2][3][4]. - The Audit Committee must provide written assessments of the effectiveness of internal controls based on reports from the Audit Center and disclose any significant deficiencies or risks to the Shenzhen Stock Exchange [3][4]. Group 3: Internal Audit Procedures - The internal audit process includes determining annual audit priorities, notifying audited entities, and collecting evidence to form audit conclusions [4][5]. - The scope of internal control reviews includes the establishment and implementation of internal control systems related to financial reporting and information disclosure [5][6]. - The Audit Center must ensure that any identified issues are rectified by the audited units within a specified timeframe and follow up on the implementation of corrective measures [5][6]. Group 4: Rewards and Penalties - The company will reward audit personnel who perform their duties diligently and contribute significantly to the organization [6]. - Penalties will be imposed on units or individuals who obstruct or fail to cooperate with internal audits, provide false information, or do not correct identified issues [6][7]. - Serious violations, such as embezzlement or leaking company secrets, will lead to disciplinary actions and potential legal consequences [6][7].

广东海大集团股份有限公司 （4）、 （5）项事项的，合同金额不超过上市公司 最近一个会计年度经审计主营业务收入 50%或者绝对金额超过 5 亿 元。 第一章 总 则 $$(\,3\,)\;\;\;\mathbb{H}\,\mathbb{H}\,$$ 第一条 为了规范广东海大集团股份有限公司（以下简称"公司"）经营管理行为， 保证经营班子依法行使职权，勤勉高效地工作，根据《中华人民共和国 （以下简称 "《公司法》"）和《广东海大集团股份有限公司章 公司法》 程》（以下简称"《公司章程》"）及其他规定，制定本细则。 第二条 公司总经理（总裁，以下简称"总裁"）及副总经理（副总裁，以下简 称"副总裁"）应当遵守法律、行政法规和《公司章程》的规定，履行 诚信和勤勉的义务。 第二章 总裁职权 第三条 总裁对董事会负责，行使下列职权： （一）主持公司的生产经营管理工作，组织实施董事会决议，并向董事 会报告工作； （二）组织实施公司年度经营计划和投资方案； （三）拟订公司内部管理机构设置方案； （四）拟订公司的基本管理制度； （五）制定公司的具体规章； （六）提请董事会聘任或者解聘公司副总裁、总工程师、财务总监； （七）决 ...

Core Viewpoint - The document outlines the regulations and procedures for Guangdong Haida Group Co., Ltd. regarding external financial assistance to prevent financial risks and ensure stable operations [1][2]. Group 1: Definition and Scope of Financial Assistance - External financial assistance refers to the provision of funds or entrusted loans by the company and its subsidiaries, either for a fee or free of charge, with certain exceptions [1]. - Exceptions include financial assistance as part of the company's main business, assistance to subsidiaries with over 50% ownership, and other situations recognized by regulatory authorities [1]. Group 2: Approval Authority and Procedures - Financial assistance must be approved by the board of directors or shareholders' meeting, requiring a two-thirds majority of attending directors, excluding related directors from voting [1]. - Specific conditions, such as a debt ratio exceeding 70% or assistance amounts exceeding 10% of the latest audited net assets, require further approval from the shareholders' meeting [1]. Group 3: Responsibilities and Disclosure - The finance center is responsible for conducting risk assessments on the recipient of financial assistance, and the legal department assists in compliance and legal matters [2]. - The company must disclose financial assistance information according to regulatory requirements and must report any repayment issues or financial difficulties of the recipient [2]. Group 4: Penalties and Compliance - Violations of the financial assistance regulations that result in losses will lead to economic responsibility for the involved personnel [2]. - The provisions apply to the company's subsidiaries as well, ensuring consistent compliance across the organization [2].

Group 1 - The company aims to strengthen internal control and promote standardized operations and healthy development to protect investors' rights and interests [2][3] - The definition of "controlling subsidiaries" includes companies established according to the company's strategic planning and core competitiveness needs, with independent legal status [2][3] - The management principles for controlling subsidiaries focus on establishing effective control mechanisms for governance structure, assets, and resources to enhance overall operational efficiency and risk resistance [2][3][4] Group 2 - The establishment of controlling subsidiaries must comply with national laws and regulations, align with the company's development strategy, and prevent blind expansion [3][4] - The governance structure of controlling subsidiaries requires careful exercise of rights, participation in board decisions, and timely reporting of significant matters to the parent company [4][5] - The company will recommend directors and senior management to controlling subsidiaries to ensure governance and oversight [5][6] Group 3 - Controlling subsidiaries must adhere to standardized operations and comply with relevant laws and regulations, including the Shenzhen Stock Exchange listing rules [2][3][4] - The company has the right to audit and review the operations and finances of controlling subsidiaries, ensuring compliance with internal control systems [28][29] - Performance evaluations for controlling subsidiaries will be conducted annually, with rewards or penalties based on the achievement of operational targets [32][33]

Core Points - The company has established a management system for information disclosure regarding debt financing tools in the interbank bond market to protect investors' rights and comply with relevant regulations [1][28]. - The management system outlines the responsibilities of various personnel and departments in ensuring timely and accurate disclosure of information related to the company's debt financing tools [6][21]. Group 1: Information Disclosure Management - The company must disclose information that may significantly impact its debt repayment ability or investor rights during the issuance and duration of debt financing tools [1][4]. - Information disclosure includes both periodic reports (annual, semi-annual, and quarterly) and non-periodic disclosures for significant events affecting the company's financial status [7][11]. - The company is required to submit disclosure documents to the lead underwriter and publish them on approved websites after completing the disclosure [3][8]. Group 2: Responsibilities and Procedures - The board of directors and the board secretary are primarily responsible for managing information disclosure, ensuring that all disclosed information is truthful, accurate, complete, and timely [7][21]. - The company must maintain confidentiality regarding undisclosed information until it is legally required to disclose it [2][23]. - In the event of significant changes affecting the company's financial condition, the company must disclose this information within two working days [15][19]. Group 3: Compliance and Legal Responsibilities - The company and its personnel must comply with the rules set by the People's Bank of China and the trading association regarding information disclosure [28][52]. - Any violations of the disclosure rules may result in penalties, and responsible individuals may face legal consequences [53][54]. - The management system must be reviewed and updated in accordance with changes in laws, regulations, or company bylaws [56][57].