General Principles - The rules are established to standardize the decision-making process of the board of directors of Nanjing Steel Co., Ltd. and to enhance the effectiveness of board operations and scientific decision-making [1] - The board of directors is the decision-making body for the company's management, responsible for strategic planning, decision-making, and risk prevention [1] Board Composition and Powers - The board consists of nine directors, including independent directors and employee representatives, with a limit on the number of directors who can also hold senior management positions [2] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [2] - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and other major corporate actions [4][6] Meeting Procedures - The board must hold at least two regular meetings each year, with notifications sent out in advance [8] - Meetings can be called by the chairman or upon request from shareholders or directors, and must include sufficient materials for discussion [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [13][16] Decision-Making and Voting - Proposals must be submitted in writing and should align with legal and regulatory requirements [22] - Directors must declare any conflicts of interest and may need to abstain from voting on related matters [29] - Voting is conducted by a show of hands or written ballot, and results must be recorded [35][38] Committees and Oversight - The board has established specialized committees, including audit, nomination, and compensation committees, with independent directors comprising a majority [12] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their execution in subsequent meetings [21] Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting outcomes, and must be signed by participating directors [39][41] - All board meeting documents are to be preserved for a minimum of ten years [44]

General Information - Nanjing Iron & Steel Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company was approved by the Jiangsu Provincial Government and registered with the Jiangsu Provincial Market Supervision Administration [1] - The company was listed on the Shanghai Stock Exchange on September 19, 2000, with an initial public offering of 120 million shares [1] Company Structure - The registered capital of the company is RMB 6,165,091,011 [1] - The company is a permanent joint-stock company, with the chairman acting as the legal representative [2] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2] Business Objectives and Scope - The company's business objectives are based on honesty, trustworthiness, and win-win cooperation [4] - The business scope includes black metal smelting and rolling processing, sales of steel products, production of coke and its by-products, investment and asset management in the steel industry, and various other related services [4] Share Issuance and Structure - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [5] - The total number of issued shares is 6,165,091,011, all of which are ordinary shares [5] - The company cannot provide financial assistance for others to acquire its shares, except in specific circumstances [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [10] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [14] - Shareholders who abuse their rights may be held liable for damages to the company or other shareholders [14] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholders' meeting, which is the highest authority [10] - Decisions regarding significant matters such as capital increases, mergers, and asset sales require approval from the shareholders' meeting [32] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [80][82] Financial Assistance and Guarantees - Any external guarantees exceeding certain thresholds must be approved by the shareholders' meeting [17] - Financial assistance provided by the company must also be approved by the board and then submitted to the shareholders' meeting for review [47]

Core Viewpoint - The company has established a comprehensive system for managing and utilizing raised funds to ensure efficiency and protect investor interests, in compliance with relevant laws and regulations [1][2][3]. Group 1: Fund Management and Usage - The company must ensure that raised funds are used in accordance with the commitments made in the issuance application documents and cannot change the intended use without proper procedures [1][6]. - A special account must be established for raised funds, and these funds should not be mixed with other funds or used for non-designated purposes [2][3]. - The company is required to disclose the actual usage of raised funds accurately and completely, and any significant issues affecting the investment plans must be announced promptly [6][8]. Group 2: Oversight and Reporting - The board of directors must continuously monitor the storage, management, and usage of raised funds to prevent investment risks and enhance the effectiveness of fund usage [4][5]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank holding the raised funds, detailing the management and withdrawal procedures [3][4]. - The company must conduct regular audits and provide reports on the management and usage of raised funds, ensuring compliance with regulations [29][30][31]. Group 3: Special Cases and Adjustments - If the company intends to change the use of raised funds or utilize excess funds, it must obtain board approval and disclose the reasons and implications of such changes [14][23][24]. - The company can temporarily use idle raised funds for cash management, provided it does not affect the normal progress of investment projects [10][19]. - Any delays in project completion or changes in investment plans must be reviewed and approved by the board, with timely disclosures made to stakeholders [12][13][16].

Core Points - The document outlines the external investment management system of Jiangsu Changqing Agricultural Chemical Co., Ltd, aiming to standardize investment behavior, mitigate risks, and enhance investment efficiency [1][2][3] Group 1: External Investment Definition and Types - External investment refers to the company's investment activities using monetary funds, physical assets, and intangible assets [1] - Investments are categorized into short-term (up to one year) and long-term (over one year) [2] Group 2: Approval Authority for External Investments - Investments meeting certain thresholds must be approved by the board of directors, including those where total asset value exceeds 10% of the latest audited total assets or net assets [3][4] - Specific thresholds for board approval include asset net value exceeding 10% of net assets with an absolute amount over 10 million [3][5] Group 3: Management Structure for External Investments - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager [7] - The board's strategic committee is responsible for coordinating and analyzing investment projects [7] Group 4: Short-term and Long-term Investment Procedures - Short-term investments require a plan approved by the general manager and must be recorded promptly by the finance department [8][19] - Long-term investments involve a detailed evaluation process, including feasibility studies and board approval [24][25] Group 5: Transfer and Recovery of Investments - The company can recover investments under specific conditions, such as project completion or bankruptcy of the invested entity [32] - Transfers of long-term investments are permitted if the project deviates from the company's direction or shows continuous losses [33] Group 6: Information Disclosure and Documentation - The company must comply with legal requirements for information disclosure related to external investments [36] - All investment-related documents must be organized and archived by relevant departments [37]

General Provisions - The company establishes a board of directors as its decision-making body, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board must comply with relevant laws and regulations, ensuring diligent and responsible conduct by all directors [1][2] Board Meeting Proposals and Notifications - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying directors ten days in advance [2] - Proposals for temporary meetings can be made by shareholders holding more than 10% of voting rights or one-third of directors [2][5] Board Meeting Convening, Hosting, and Conducting - The chairman convenes and hosts board meetings; if unavailable, the vice-chairman or a majority of directors can do so [6][9] - A quorum requires the presence of more than half of the directors [9] Voting and Resolutions - Each proposal is discussed and voted on, with resolutions requiring a majority of votes from present directors [17][19] - Directors must abstain from voting on matters where they have a conflict of interest [20][21] Meeting Records and Archive Management - The board secretary is responsible for recording meeting minutes, which must include details such as date, attendees, agenda, and voting results [26][27] - Meeting records must be retained for at least ten years [30] Execution of Board Resolutions - The chairman must ensure the execution of board resolutions and report any discrepancies or risks to the board [31][32] Board Expenses - The company provides necessary funding for the board's operations, including director allowances and meeting expenses [32][33]

Core Viewpoint - The company has established a set of regulations to govern related party transactions, ensuring compliance, necessity, and fairness while protecting investors' rights [1][2]. Group 1: Related Party Definition - Related parties include both legal entities and natural persons that have significant control or ownership over the company, specifically those holding more than 5% of shares [2][3]. - The company must maintain a list of related parties and their relationships, which should be updated regularly [3][4]. Group 2: Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, financial assistance, and management services [4][5]. - All related party transactions must be documented through written contracts that adhere to principles of equality and fairness [5][6]. Group 3: Decision-Making and Disclosure Procedures - Transactions below certain thresholds can be approved by the general manager, while larger transactions require independent board approval and timely disclosure [6][7]. - Transactions exceeding 30,000 yuan or 3 million yuan, and those impacting net assets significantly, must undergo rigorous review and disclosure processes [7][8]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with specific exceptions for minority-owned subsidiaries under strict conditions [8][9]. - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [9][10]. Group 5: Compliance and Reporting - The company must report related party transactions in annual and semi-annual reports, detailing the nature and terms of these transactions [10][11]. - Any changes in the nature of related party transactions or significant deviations from expected amounts must be disclosed promptly [11][12]. Group 6: Miscellaneous Provisions - The company must adhere to national laws and regulations regarding related party transactions, with the board responsible for revisions and interpretations of these rules [12][13]. - Any funds provided to related parties must be strictly regulated to prevent misuse or misallocation [13][14].

Core Viewpoint - The company has established a set of regulations to govern its external financial assistance practices, ensuring compliance with relevant laws and protecting shareholder interests [1][2][6]. Group 1: General Principles - The company aims to standardize its external financial assistance to prevent financial risks and ensure stable operations [1]. - External financial assistance includes both paid and unpaid funding, with specific exceptions outlined [1]. - The company must protect shareholders' rights and disclose risk prevention measures related to financial assistance [2]. Group 2: Approval and Disclosure - Financial assistance must be approved by the board of directors or shareholders, with specific conditions for larger amounts or high-risk recipients [5]. - A two-thirds majority of attending directors is required for board approval, and related directors must abstain from voting [5]. - The company must disclose the financial status and repayment ability of the recipient before approving assistance [3][4]. Group 3: Management of Financial Assistance - The finance department is responsible for assessing the recipient's financial health and industry outlook before providing assistance [12]. - The company must sign agreements detailing the terms of financial assistance, including amounts, duration, and liabilities [11]. - The audit department will oversee compliance with these financial assistance regulations [16]. Group 4: Accountability - Individuals violating laws or regulations regarding financial assistance may face liability for damages caused to the company [18]. - Criminal behavior related to unauthorized financial assistance will be reported to judicial authorities for prosecution [18]. Group 5: Miscellaneous - Any matters not covered by these regulations will follow national laws and the company's articles of association [19]. - The board of directors is responsible for revising and interpreting these regulations, which take effect upon shareholder approval [20].

Core Points - The article outlines the governance structure and operational guidelines for Jiangsu Changqing Agricultural Chemical Co., Ltd, focusing on the role and responsibilities of independent directors [1][2][3]. Group 1: Governance Structure - The company aims to enhance its governance structure to protect the interests of the company and its shareholders, in accordance with relevant laws and regulations [1][2]. - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][3]. - The board of directors consists of eight members, with at least three independent directors, ensuring that independent directors make up no less than one-third of the board [2][3]. Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][7]. - Candidates for independent directors must possess relevant qualifications, such as CPA certification or significant experience in accounting or finance [3][6]. - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's issued shares, and the election must be approved by the shareholders' meeting [5][6]. Group 3: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [18][19]. - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances [20][21]. Group 4: Performance Evaluation and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [16][17]. - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [37][38]. - Independent directors must maintain detailed records of their activities and decisions, which should be preserved for at least ten years [15][16].

Core Viewpoint - Jiangsu Changqing Agricultural Chemical Co., Ltd. has established a comprehensive external guarantee management system to regulate its external guarantee behavior, control risks, and protect investors' rights and interests [1][15]. Group 1: General Provisions - The external guarantee management system applies to the company and its controlling subsidiaries [1]. - External guarantees refer to guarantees provided by the company for others, including guarantees for controlling subsidiaries [1]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [1]. Group 2: Principles and Review of External Guarantees - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict risk control [2]. - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having strong repayment capabilities [2][3]. - The board of directors must thoroughly understand the financial and operational status of the guaranteed party before approving guarantees [3][4]. Group 3: Approval and Disclosure of External Guarantees - Guarantees require approval from more than half of the board members and must be disclosed promptly [4][9]. - For guarantees involving shareholders or related parties, additional approval from the shareholders' meeting is required, excluding the related parties from voting [5][9]. - The company must disclose any external guarantees that exceed certain thresholds, such as 10% of the latest audited net assets [7][8]. Group 4: Management of Guarantee Contracts - Guarantee contracts must be signed only after board or shareholder approval, and must comply with legal requirements [10][24]. - The finance department is responsible for managing guarantee contracts, including registration and monitoring of the guaranteed party's financial status [10][30]. - If the guaranteed party fails to fulfill obligations, the company must initiate recovery procedures and report to the board [11][31]. Group 5: Accountability and Amendments - Directors and senior management who violate the guarantee procedures may be held accountable for damages caused to the company [13][39]. - The board is responsible for revising and interpreting the guarantee management system, which takes effect upon approval by the shareholders' meeting [15].

江苏长青农化股份有限公司 章程 二零二五年九月 江苏长青农化股份有限公司章程 （2025 年 9 月 5 日江苏长青农化股份有限公司 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第五章 董事和董事会 第一节 董事的一般规定 第二节 董事和董事会 第三节 独立董事 第四节 董事会专门委员会 第六章 高级管理人员 第七章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第八章 通知和公告 第一节 通知 第二节 公告 第九章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十章 修改章程 第十一章 附则 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公 司的组织和行为，根据《中华人民共和国公司法》（以下简称《公 司法》）、《中华 ...