Chapter 1 General Principles
Article 1
To strengthen the management control of subsidiaries of Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Company"), standardize internal operational mechanisms, protect the legal rights of the Company and its investors, and promote the standardized operation and healthy development of subsidiaries, this system is formulated in accordance with the Company Law, Securities Law, Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "the Listing Rules"), and other relevant laws, regulations, normative documents, and the Articles of Association of Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to wholly-owned subsidiaries, holding subsidiaries, and other affiliated companies or enterprises directly or indirectly controlled by the Company (hereinafter collectively referred to as "subsidiaries"). "Control" refers to the Company holding more than 50% of the equity or rights, or having more than 50% of the voting rights, or having less than 50% of the voting rights but being able to determine the election of more than half of the members of the board of directors, or being able to actually control the operation and management of the company through agreements or other arrangements.
Article 3
The relationship between the Company and its subsidiaries is that of equal legal entities. The parent company enjoys shareholder rights such as asset benefits, major decision-making, selection of managers, and disposal of shares based on its shareholding, and has the obligation to guide, supervise, and provide related services to its subsidiaries.
Article 4
The Company exercises control over subsidiaries in terms of organizational management, financial management, operational management, audit supervision, information disclosure, and assessment and rewards. Each functional department should guide, coordinate, supervise, manage, and serve the subsidiaries in a timely and effective manner according to this system and related internal control systems.
Article 5
The directors and senior management of subsidiaries must strictly implement this system and are responsible for its effective execution.
Chapter 2 Organizational Management
Article 6
Subsidiaries shall improve their corporate governance structure in accordance with the Company Law and relevant laws and regulations, as well as the management regulations of the securities regulatory authority and Shenzhen Stock Exchange for listed companies, and establish sound internal management systems and "three meetings" systems. Subsidiaries shall legally establish a shareholders' meeting, board of directors (or executive director), and supervisory board (if any). The Company exercises shareholder rights by participating in the shareholders' meeting of the subsidiary, appointing or electing directors and supervisors (if any), and performing management, coordination, supervision, and assessment functions.
Article 7
The Company shall appoint directors, supervisors (if any), or recommend directors, supervisors (if any), and senior management personnel (hereinafter collectively referred to as "Company-appointed personnel") to subsidiaries, and make appropriate adjustments to the candidates for appointed or recommended directors and supervisors (if any) and recommended senior management personnel as needed during their term.