Chapter 1 General Provisions
Article 1 To strengthen the management and control of Jiangsu Yangdian Technology Co., Ltd. (hereinafter referred to as "the Company") subsidiaries, effectively control operating risks, and protect the legitimate rights and interests of investors, this System is formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China," the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as "Listing Rules"), the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies," and other laws, regulations, rules, and the "Articles of Association of Jiangsu Yangdian Technology Co., Ltd." (hereinafter referred to as "Articles of Association"), combined with the Company's actual situation.
Article 2 For the purposes of this System, a subsidiary refers to a company legally established by the Company with independent legal person status, and its controlled subordinate companies. This includes: (1) Wholly-owned subsidiaries established solely by the Company; (2) Companies jointly invested in by the Company and other entities or natural persons, where the Company holds more than 50% of the shares, excluding enterprises that cannot be effectively controlled through agreements or other arrangements; (3) Companies jointly invested in by the Company and other entities or natural persons, where the Company holds less than 50% of the shares, but can determine the composition of more than half of its board of directors; (4) Companies jointly invested in by the Company and other entities or natural persons, where the Company holds less than 50% of the shares, but can effectively control the enterprise through agreements or other arrangements.
Article 3 The Company exercises its shareholder rights by appointing directors and supervisors (if any) and recommending senior management personnel to subsidiaries, and through daily supervision, to control subsidiary assets and ensure the standardized operation of listed companies. The Company also has the obligation to guide, supervise, and provide related services to its subsidiaries. The Company supports the independent operation of its subsidiaries in accordance with the law.
Article 4 Subsidiaries shall operate in accordance with the listing standards of listed companies, strictly abide by the "Listing Rules" and other laws, regulations, normative documents, and the provisions of this System. They shall also formulate detailed implementation rules for their internal control systems based on their own operating characteristics and environmental conditions. If a subsidiary controls other companies, it shall establish management and control systems for its subsidiaries at each level in accordance with the requirements of this System and accept the supervision of the Company. The development strategies and plans of subsidiaries must be subordinate to the overall development strategies and plans formulated by the Company, and the Company will use its shareholder rights to promote the achievement of these goals.
Article 5 All functional departments of the Company shall, in accordance with the Company's internal control system, provide guidance, management, and supervision for subsidiaries' organization, finance, operating and investment decisions, major decision-making, internal audit, administration, personnel and performance appraisal, technology, quality, and marketing.
Chapter 2 Organizational Management
Article 6 Subsidiaries shall, in accordance with the "Company Law" and other relevant laws and regulations, and the management regulations for listed companies issued by securities regulatory authorities and the Shenzhen Stock Exchange, improve their corporate governance structure and establish sound internal management systems and "three meetings" systems. Subsidiaries shall legally establish a shareholders' meeting, a board of directors/executive director, and a supervisory board/supervisor (if any). The Company exercises its shareholder rights by participating in the subsidiaries' shareholders' meetings, appointing or electing directors and supervisors (if any), and performing its management, coordination, supervision, and appraisal functions.