Chapter One General Principles
Article 1
To strengthen internal control of Hunan Kechuang Information Technology Co., Ltd. (hereinafter referred to as "the Company"), promote standardized operations and healthy development, protect the legitimate rights and interests of investors, enhance management control over subsidiaries, standardize subsidiary behavior, and ensure subsidiaries operate in compliance with laws, this system is formulated based on the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," "Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange," and other relevant laws, regulations, normative documents, and the "Articles of Association of Hunan Kechuang Information Technology Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The term "subsidiary" in this system refers to companies established by the Company according to its development strategy and business needs, which are legally independent entities controlled or managed by the Company through investment or agreements. Subsidiaries include: (1) wholly-owned subsidiaries: companies established solely by the Company or formed through acquisition, holding 100% of shares; (2) holding subsidiaries: companies established with other legal entities, organizations, or individuals, holding more than 50% (excluding 50%) of shares, or holding less than 50% but able to determine the composition of more than half of the board of directors, or effectively controlled through agreements or other arrangements. Wholly-owned and holding subsidiaries (hereinafter collectively referred to as "subsidiaries") must comply with all management regulations for listed companies set by regulatory authorities and adhere to the Company's management systems regarding corporate governance, related party transactions, information disclosure, and financial management, ensuring integrity, openness, and transparency.
Article 3
Each subsidiary shall follow this system and, in conjunction with the Company's relevant internal control regulations, may formulate specific implementation rules based on its operational characteristics to ensure the enforcement and execution of this system. The Company's functional departments shall provide timely services, guidance, and supervision to subsidiaries according to relevant internal control systems.
Article 4
Subsidiaries that also hold other companies must establish management systems for their subordinate subsidiaries layer by layer according to the requirements of this system and accept the Company's supervision.
Chapter Two Governance Structure
Article 5
As the investor, the Company exercises supervision and management over significant matters of subsidiaries in accordance with laws, regulations, and the requirements of the Articles of Association, acting in the capacity of shareholders or controllers, and enjoys the rights to investment returns and decision-making on significant matters. Each subsidiary must comply with the Company's relevant regulations.
Article 6
The Company shall manage subsidiaries uniformly, establishing effective management processes. Each functional department of the Company shall manage, guide, and supervise subsidiaries in a timely and effective manner according to this system and relevant internal control systems, thereby implementing effective supervision in finance, human resources, and corporate management.
Article 7
Subsidiaries must improve their corporate governance structure in strict accordance with relevant laws and regulations, ensuring that their shareholders' meetings, boards of directors (or executive directors), supervisory boards (or supervisors), or audit committees operate legally and effectively, make scientific decisions, possess risk prevention awareness, and cultivate a corporate governance structure conducive to healthy development.
Article 8
The articles of association of subsidiaries shall be formulated by the Company in consultation with other shareholders in accordance with laws and regulations, and the main clauses must be drafted or confirmed by the Company.