General Principles - The company establishes a system for the management of information disclosure deferral and exemption to ensure compliance with legal obligations and protect investors' rights [1] - The company will defer or exempt disclosure based on its prudent judgment when certain conditions are met, subject to post-regulation by the Shanghai Stock Exchange [1][2] Applicable Situations and Conditions - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2] - Business secrets can be deferred or exempted from disclosure if they meet specific criteria, such as core technology information that could lead to unfair competition [2][3] Internal Management of Deferral and Exemption - The company must carefully determine whether information qualifies for deferral or exemption and take measures to prevent leaks [4] - An internal approval process is required for deferring or exempting disclosure, involving notification to the board office and subsequent reviews [4][5] Registration and Reporting - The company must register details of any deferred or exempted disclosures, including the type of information and the internal review process [5] - Relevant materials must be submitted to the regulatory authority within 10 days after the announcement of periodic reports [5] Additional Provisions - The company must maintain records of deferred or exempted disclosures for at least 10 years [5] - The system becomes effective upon approval by the board and will be modified as necessary [6][7]

Core Points - The document outlines a system to prevent the controlling shareholder and related parties from occupying the funds of Shenzhen Guangfeng Technology Co., Ltd. [1] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange [1][2] - The document specifies the definitions of "controlling shareholder," "actual controller," "related party," and "related transactions" [1] Group 1: General Provisions - The system applies to the company and its subsidiaries in relation to fund transactions with controlling shareholders, actual controllers, and other related parties [1] - It prohibits the controlling shareholder and related parties from occupying company funds through various means, including requiring the company to pay their expenses or debts [1][2] Group 2: Measures to Prevent Fund Occupation - The company's board of directors is responsible for establishing a verification system to regularly check the company's monetary funds and transactions with controlling shareholders and related parties [3] - The audit committee is tasked with guiding internal audits and may hire external agencies for professional opinions [3] Group 3: Accountability and Penalties - The company will impose penalties on directors and senior management who assist or condone the occupation of company assets by controlling shareholders and related parties [4] - Funds occupied by controlling shareholders and related parties should generally be repaid in cash, with strict controls on non-cash asset repayments [4][5]

Core Viewpoint - The internal audit management system of Shenzhen Guangfeng Technology Co., Ltd. aims to enhance the effectiveness of internal audits, ensure the quality of internal control risk assessments, and provide reliable information for management decisions while protecting investors' rights and improving operational efficiency [1]. Group 1: Internal Audit Structure - The company establishes an audit committee under the board of directors to oversee the internal audit department [2]. - The audit department operates independently and reports directly to the audit committee, ensuring no influence from the finance department [2][3]. - Internal audit personnel must possess good professional qualities and adhere to principles of objectivity and integrity [2][3]. Group 2: Audit Responsibilities and Authority - The audit committee guides and supervises the internal audit department, meeting at least quarterly to review plans and reports [3][4]. - The audit department is responsible for evaluating the effectiveness of internal controls and the legality and accuracy of financial information across all internal entities [3][4]. - The audit department has the authority to request necessary documents and conduct investigations related to audit matters [4][5]. Group 3: Audit Process and Reporting - The audit department must submit an internal control evaluation report at least once a year, focusing on significant financial reporting controls [5][6]. - Any identified internal control deficiencies must be reported to the audit committee, which will oversee the implementation of corrective measures [6][7]. - The audit department is required to conduct audits following significant external investments, asset purchases, guarantees, and related transactions [7][8]. Group 4: Information Disclosure - The company must prepare an annual internal control evaluation report in accordance with relevant regulations and disclose it alongside the annual report [8][9]. - If significant internal control deficiencies are identified, the board must report these to the Shanghai Stock Exchange and disclose the potential consequences and remedial actions taken [9][10]. Group 5: Audit Archives and Management - Internal audit archives must be managed according to national laws and company policies, with a retention period of no less than 10 years [10][11]. - The audit department is responsible for maintaining confidentiality and proper documentation of audit evidence and reports [10][11].

General Principles - The internal control system aims to enhance operational management and risk prevention, ensuring compliance and protecting shareholder rights [2][3] - The internal control applies to the company and its subsidiaries, with the board of directors responsible for its establishment and execution [2][3] Objectives of Internal Control - Ensure legal compliance in management [3] - Safeguard the security and integrity of assets [3] - Guarantee the authenticity and completeness of financial reports and disclosures [3] - Improve operational efficiency and effectiveness [3] - Support the achievement of development strategies [3] Principles of Internal Control - Comprehensive principle: Internal control should cover all aspects of decision-making, execution, and supervision [3] - Importance principle: Focus on significant business matters and high-risk areas [3] - Balance principle: Establish checks and balances in governance structure and processes [3] - Adaptability principle: Adjust internal control measures according to business scale and risk levels [3] - Cost-effectiveness principle: Weigh the costs of implementation against expected benefits [3] Framework and Execution of Internal Control - The internal control system encompasses various levels, including the company level and its subsidiaries [5] - Key elements of effective internal control include internal environment, risk assessment, control activities, information and communication, and internal supervision [6][7] Risk Assessment - The company conducts comprehensive risk assessments to identify internal and external risks related to control objectives [16][17] - Internal risks include management integrity, organizational structure, financial status, and operational safety [18] - External risks encompass economic conditions, legal regulations, and technological advancements [18] Control Activities - Control measures include separation of incompatible duties, authorization and approval controls, accounting system controls, and performance evaluation [24][25][26] - The company implements a comprehensive budget management system to regulate budgeting processes [28] Information and Communication - Establish a system for collecting and communicating internal control-related information to ensure timely and effective communication [34][35] - Utilize information technology to enhance information integration and sharing [37] Internal Supervision - The company conducts regular supervision and evaluation of internal control effectiveness, addressing any identified deficiencies [40][41] - The board of directors and audit committee are responsible for overseeing internal control and reporting significant deficiencies [43][46]

General Overview - The document outlines the management system for the resignation of directors and senior management personnel at Shenzhen Guangfeng Technology Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [1][2]. Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [2][3]. - If a director's term expires without re-election, they automatically resign on the date the shareholders' resolution is passed [2]. - The shareholders' meeting can decide to dismiss a director, effective on the date of the resolution [2]. Conditions for Holding Office - Individuals with certain legal or financial disqualifications, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [2][3]. Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment from the departing personnel [4][5]. Ongoing Obligations - Departing directors and senior management retain confidentiality obligations regarding company information even after their departure [5]. - They must report any changes in their shareholdings and are restricted from transferring shares for six months post-resignation [5]. Accountability Measures - The board will review any breaches of duty or unfulfilled commitments by departing personnel and may pursue compensation for losses incurred [6].

General Overview - The document outlines the work system for the board secretary of Shenzhen Guangfeng Technology Co., Ltd, aiming to standardize operations and clarify the responsibilities and authority of the board secretary [1] Board Secretary Qualifications and Appointment - The company appoints one board secretary who must comply with laws, regulations, and the company's articles of association, and is responsible to the company and the board [2] - The board secretary is a senior management position with the right to attend relevant meetings and access company financial and operational information [2] - The board secretary is nominated by the chairman and appointed or dismissed by the board, with a term of three years that can be renewed [2] Responsibilities of the Board Secretary - The board secretary is responsible for handling information disclosure, ensuring compliance with disclosure obligations, and managing investor relations [3][5] - The board secretary must organize and attend board meetings and assist in establishing internal control systems [5][6] - The board secretary has the authority to report any obstruction in performing duties directly to the Shanghai Stock Exchange [8] Procedures and Reporting - The board secretary must be informed of significant company meetings and decisions, and is responsible for coordinating information disclosure activities [9] - In case of vacancy, the board must promptly appoint an acting board secretary and disclose this information [5] Compliance and Ethics - The board secretary must adhere to the company's articles of association and fulfill legal responsibilities, ensuring no misuse of power for personal gain [8][9]

General Principles - The management system for the shares held by the board of directors and senior management of Shenzhen Guangfeng Technology Co., Ltd. is established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - The shares held by the board and senior management include all shares registered in their names and those held through others' accounts, including shares in margin trading [1][2] Share Trading Restrictions - Directors and senior management are prohibited from engaging in margin trading or derivative trading involving the company's shares [1][2] - Specific trading restrictions are in place during certain periods, such as 15 days before the annual and semi-annual reports and 5 days before quarterly reports [2][3] Share Transfer Limitations - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing or within six months after leaving the company [2][3] - A maximum of 25% of the total shares held can be transferred each year during their term and within six months after their term ends, with exceptions for certain circumstances [3][4] Reporting and Disclosure Requirements - Directors and senior management must report their shareholding status and any changes within two trading days of the occurrence [5][6] - A reduction plan must be disclosed 15 trading days prior to any planned share transfer, detailing the number of shares, time frame, and reasons for the transfer [6][7] Compliance and Accountability - The company is responsible for ensuring that directors and senior management comply with the regulations regarding share trading and must report any violations to the relevant authorities [7][8] - The company secretary is tasked with managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [8]

Core Viewpoint - The document outlines the investment management guidelines for Shenzhen Guangfeng Technology Co., Ltd., aiming to enhance corporate governance, streamline investment decision-making processes, and ensure compliance with relevant laws and regulations [1]. Investment Decision Authority - Investment projects must be approved by the company's shareholders, board of directors, chairman, and general manager according to their respective authority levels [1]. - Specific thresholds for board and shareholder approval are established, including asset total exceeding 50% of total audited assets or transaction amounts exceeding 50% of market value [2]. - The chairman has the authority to decide on investments that meet certain criteria, such as asset totals exceeding 3% of total audited assets [3][4]. Investment Procedures - Investment proposals for core business areas must be submitted in writing by shareholders, directors, and relevant departments [9]. - The strategic investment department conducts preliminary analyses of investment opportunities, considering market prospects and alignment with the company's long-term strategy [18]. - Non-core investment proposals follow a similar process, requiring approval from the chairman or general manager before submission to the board [22][24]. Implementation and Oversight - Once approved, the general manager or authorized personnel are responsible for the implementation of investment projects [27]. - The board of directors is tasked with regularly monitoring the progress and effectiveness of major investment projects [30]. - The audit committee has the authority to supervise the company's investment activities [31]. Responsibilities and Accountability - Company directors and management are required to exercise caution and control over investment risks, with accountability for any violations of the investment procedures [32][33]. - The board and shareholders have the authority to impose penalties on responsible parties for any losses incurred due to improper investment decisions [35]. Additional Provisions - The document specifies that the market value is calculated based on the average closing value over the last 10 trading days [36]. - Any matters not covered by these guidelines will be handled according to the Company Law and relevant regulations [38].

深圳光峰科技股份有限公司 关联交易管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为保证深圳光峰科技股份有限公司（以下简称"公司"）与关联方 之间发生的关联交易符合公平、公正、公开的原则，维护公司及全体股东的合法 利益，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》《上海证券交易所科创板股票上市规则》和其他有关法律、法 规和规范性文件及《公司章程》，制定本制度。 公司董事、高级管理人员； 与第（一）项、第（二）项、第（三）项所述关联自然人关系密切 的家庭成员，包括配偶、年满 18 周岁的子女及其配偶、父母及配偶的父母、兄 弟姐妹及其配偶、配偶的兄弟姐妹、子女配偶的父母； 直接持有公司 5%以上股份的法人或其他组织及其一致行动人； 直接或间接控制公司的法人或其他组织的董事、监事、高级管理人 员或其他主要负责人； 由第（一）项至第（六）项所列关联法人或关联自然人直接或者间 接控制的，或者由前述关联自然人（独立董事除外）担任董事、高级管理人员的 法人或其他组织，但公司及其控股子公司除外； 第二条 公司发生关联交易，应当保证关联交易的合法性、必要性、合理性 和公允性， ...

Core Points - The document outlines the rules and procedures for the shareholders' meeting of Shenzhen Guangfeng Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][4][5] Group 1: General Provisions - The rules aim to standardize the behavior of the company and ensure shareholders can exercise their rights legally [1] - The shareholders' meeting is the company's authority body, responsible for electing directors and approving significant transactions [1][4] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [4][5] Group 2: Shareholders' Meeting Authority - The shareholders' meeting has the authority to approve the board's reports, profit distribution plans, and changes in registered capital [3][4] - It can authorize the board to issue stocks or bonds, subject to legal and regulatory compliance [2][4] - The meeting can also approve significant asset transactions exceeding 30% of the company's audited total assets [2][3] Group 3: Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting and must do so within specified timeframes [6][7] - Shareholders holding more than 10% of shares can request a temporary meeting, which must be convened within two months of the request [6][8] - Legal opinions must be obtained regarding the legality of the meeting's procedures and outcomes [5][6] Group 4: Proposals and Notifications - Proposals for the shareholders' meeting must fall within its authority and be submitted in writing [10][11] - Notifications for the annual meeting must be sent at least 20 days in advance, while temporary meetings require 15 days' notice [18][19] - The notification must include details about the meeting's agenda, time, and voting procedures [19][20] Group 5: Voting and Resolutions - Voting can be conducted in person, online, or through other means, with each share representing one vote [28][29] - Resolutions require a simple majority for ordinary matters and a two-thirds majority for special resolutions [27][28] - The results of the voting must be announced immediately, and resolutions must be documented and disclosed promptly [22][23] Group 6: Record Keeping and Execution - Meeting records must include details of attendees, proposals discussed, and voting results [30][31] - The board is responsible for implementing the resolutions passed during the shareholders' meeting [31][32] - Any resolutions that violate laws or regulations are deemed invalid [31][32]