Core Points - The article outlines the governance structure and responsibilities of independent directors at Hangzhou Steel Co., Ltd, emphasizing their role in ensuring corporate governance and protecting minority shareholders' rights [2][3][5]. Group 1: Governance Structure - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [3]. - Independent directors are defined as those who do not hold any other position within the company and have no significant relationships with major shareholders or the actual controller [2][5]. - The board is required to establish various committees, including an audit committee, strategic committee, nomination committee, compensation and assessment committee, and investor relations management committee, with independent directors holding a majority in certain committees [3][17]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [5][6]. - Candidates for independent director positions must meet specific qualifications, including relevant work experience and a clean legal record [6][7]. - The nomination process for independent directors requires the consent of the nominee and thorough vetting by the board's nomination committee [11][12]. Group 3: Responsibilities and Powers - 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 delegate their voting rights if unable to attend [20][21]. Group 4: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and interactions with shareholders [37][38]. - They must continuously enhance their knowledge of securities laws and regulations to improve their effectiveness [38]. - The company is obligated to provide necessary resources and support for independent directors to fulfill their duties [39][40]. Group 5: Compensation and Insurance - The company must provide independent directors with appropriate compensation that reflects their responsibilities, which must be approved by the shareholders [46]. - A system for liability insurance for independent directors may be established to mitigate risks associated with their duties [45].

第一章 总则 第一条 为完善杭州钢铁股份有限公司（以下简称"公司"）法人治理结构， 建立健全总经理工作、议事和决策程序，促使工作规范、高效和科学，根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《杭州钢铁股份有限公司 章程》（以下简称"《公司章程》"）及其他有关规定，制定本条例。 第二条 总经理是董事会领导下的公司行政负责人，负责组织实施董事会决 议，主持公司日常生产经营和管理工作，并向董事会报告工作。 第二章 总经理及总经理班子成员 第三条 公司设总经理 1 人，副总经理 1 至 3 人，财务总监 1 人，董事会秘 书 1 名，均为公司高级管理人员，构成公司总经理班子，是公司日常生产经营管 理的决策和指挥中心。 第五条 总经理及总经理班子其他成员每届任期三年，连聘可以连任。 第六条 总经理及总经理班子其他成员应具备以下条件： （一）具有优秀的职业操守和个人品德，坚持诚信为本、勤勉尽责，恪守廉 洁自律原则，作风民主、处事公正； （二）具有大专以上学历和中级以上专业技术职务，且拥有十年以上企业经 营管理经验，熟悉生产经营业务及国家相关法律法规，具备卓越的企业管理能力； （三）善于知人善任、集思广益，具 ...

Core Viewpoint - The article outlines the regulations and responsibilities of the board secretary of Hangzhou Steel Co., Ltd., emphasizing the importance of compliance with laws and regulations, as well as the role of the board secretary in managing information disclosure and investor relations [2][3]. Group 1: General Provisions - The regulations aim to promote the standardized operation of Hangzhou Steel Co., Ltd. and clarify the duties, rights, and obligations of the board secretary [2]. - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, responsible for information disclosure and stock management [2]. Group 2: Qualifications of the Board Secretary - The board secretary must be a senior management personnel appointed by the board and should possess knowledge of national laws, regulations, and the company's management [3]. - Specific qualifications include good professional ethics, necessary financial and legal knowledge, and relevant work experience, along with a certification recognized by the Shanghai Stock Exchange [3]. Group 3: Responsibilities of the Board Secretary - The board secretary is responsible for preparing shareholder and board meetings, managing information disclosure, and coordinating communication with investors and regulatory bodies [3][4]. - Duties include ensuring compliance with information disclosure regulations, managing investor relations, and maintaining confidentiality of sensitive information [3][4][5]. Group 4: Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board, with a requirement to fill the position within three months of a vacancy [6][7]. - If the board secretary is dismissed or resigns, the company must report the reasons to the Shanghai Stock Exchange promptly [6][7]. Group 5: Performance Assurance - The company must establish a board secretary office to manage information disclosure and provide necessary support for the board secretary's duties [7][8]. - The board secretary has the right to access financial and operational information and must be informed of significant meetings [8]. Group 6: Evaluation - The board secretary is subject to performance evaluation by the board and must organize annual self-evaluations of the company's information disclosure practices [9]. Group 7: Supplementary Provisions - Any matters not covered by these regulations should follow relevant national laws and the company's articles of association [10]. - The board is responsible for interpreting and amending these regulations, which take effect upon approval by the board [10].

第一章 总则 第三条 提名委员会由 3 名董事组成，其中独立董事占多数。 第四条 提名委员会委员应由董事长、二分之一以上独立董事或者全体董事 的三分之一提名，并由董事会选举产生。 第五条 提名委员会设召集人 1 名，由独立董事担任，由各委员推举产生， 负责主持委员会工作。 第六条 提名委员会成员应当具备以下条件： （一）熟悉国家法律、行政法规的有关规定，具有人事管理方面的专业知识， 熟悉公司的经营管理； 第一条 为规范杭州钢铁股份有限公司（以下简称"公司"）董事和高级管 理人员的产生，完善公司治理结构，明确公司董事会提名委员会（以下简称"提 名委员会"或"委员会"）的职责，提高工作效率，确保科学决策，根据《中华 人民共和国公司法》《上市公司治理准则》《上市公司独立董事管理办法》《杭 州钢铁股份有限公司章程》（以下简称"《公司章程》"）及其他有关规定，制 定本条例。 第二条 提名委员会是董事会设立的常设议事机构，在董事会的领导下开展 工作，向董事会负责并报告工作。 第二章 人员组成 （二）遵守诚信原则，廉洁自律，忠于职守，为维护公司和股东的权益积极 开展工作； （三）法律、行政法规、中国证券监督管理委员会、《公 ...

Group 1 - The article outlines the establishment and operational guidelines of the Strategic Committee of Hangzhou Iron & Steel Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [1][2] - The Strategic Committee consists of 5 directors, including at least 1 independent director, and is responsible for long-term strategic planning and major investment decisions [3][4] - The committee's responsibilities include researching and proposing suggestions on the company's long-term development strategy, major investments, financing decisions, and sustainable development [3][4] Group 2 - The term of the Strategic Committee aligns with that of the Board of Directors, and members automatically lose their committee status if they cease to be directors [2] - The committee is required to submit work reports to the Board, which include analyses of major strategic projects and long-term planning evaluations [3][4] - The decision-making process involves preparation by relevant departments, discussions in committee meetings, and submission of proposals to the Board for approval [4][5] Group 3 - The committee meetings require the presence of at least two-thirds of the members to be valid, and decisions are made by a majority vote [5] - The committee can invite company executives and external advisors to meetings for professional opinions when necessary [5][6] - The article specifies that any unresolved matters should adhere to national laws and regulations, and the Board is responsible for interpreting and amending the guidelines [6]

Core Viewpoint - The article outlines the regulations governing the Investor Relations Management Committee of Hangzhou Iron and Steel Co., Ltd., aiming to standardize investor relations management, enhance corporate governance, and ensure effective communication with investors [1][2]. Group 1: General Provisions - The purpose of the regulations is to standardize the investor relations management work of the company and improve its governance structure [1]. - The Investor Relations Management Committee operates under the leadership of the Board of Directors and is responsible for reporting its work to the Board [2]. Group 2: Composition of the Committee - The committee consists of three directors, including at least one independent director [3]. - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the Board [3]. - The chairman of the committee is the company's chairman [3]. Group 3: Responsibilities and Authority - The committee is responsible for the long-term development of the company's capital market positioning and investor relations system, aligning it with the overall corporate strategy [4]. - It evaluates significant matters such as dividend policies, share buybacks, and refinancing, balancing shareholder returns with long-term company needs [4]. - The committee also addresses other major issues related to investor relations [4]. Group 4: Daily Operations - The Board Secretary's office serves as the permanent office of the committee, coordinating daily operations and organizing meetings [3]. - The office is responsible for planning, organizing, and supervising investor relations management, including the establishment of a dedicated investor relations management position [3]. Group 5: Meeting Procedures - The committee meetings require at least two-thirds of the members to be present to proceed, and decisions must be approved by a majority [7]. - Meetings can be conducted in person or through other means, ensuring all members can communicate effectively [7]. - Meeting records must be kept for at least ten years, and the results of the meetings should be reported to the Board promptly [7][8].

Core Points - The article outlines the establishment and management of the compensation and assessment system for the board of directors and senior management of Hangzhou Steel Co., Ltd. [1] - The Compensation and Assessment Committee is a permanent deliberative body under the board of directors, responsible for improving work efficiency and corporate governance structure [1][2] Composition of the Committee - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has one convener, who is an independent director, elected by the committee members [2] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, reviewing compensation mechanisms, and making recommendations to the board on various matters [2][3] - The committee must document any recommendations not fully adopted by the board, including reasons for non-adoption [2] Meeting Procedures - The committee is required to meet at least once a year, with provisions for additional meetings as necessary [5] - Meetings must be announced to all members at least three days in advance, with provisions for urgent meetings [5] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [5][6] Documentation and Reporting - Meeting records must be kept for at least ten years, and the results of the meetings must be reported in writing to the board [6][7] - The committee is supported by the human resources department, which provides necessary operational data and prepares meeting materials [2][6] Additional Provisions - The article specifies that the term of the committee aligns with that of the board, and members can be re-elected [2] - Any matters not covered by the article should follow relevant national laws and regulations [7]

Core Points - The document outlines the governance structure and operational rules for Hangzhou Steel Co., Ltd, focusing on the board of directors' responsibilities and decision-making processes [1][2][3]. Group 1: Board Structure and Composition - The board consists of 9 directors, including 3 independent directors and 1 employee representative [1]. - The board has established several committees, including a strategy committee, audit committee, nomination committee, compensation and assessment committee, and investor relations management committee [1]. - The board secretary is responsible for preparing meetings, managing documents, and handling information disclosure [2]. Group 2: Director Qualifications and Responsibilities - Directors must meet specific qualifications, including the ability to safeguard shareholder interests and possess relevant work experience [4][5]. - The chairman and vice-chairman of the board are elected from among the directors [4]. - The chairman has various responsibilities, including presiding over meetings and ensuring the execution of board resolutions [5]. Group 3: Decision-Making Authority - The board has the authority to make significant decisions regarding mergers, acquisitions, and changes in company structure [8]. - The board must seek the opinions of the party organization before making major decisions [8]. - Investment decisions exceeding 10% of the company's latest audited net assets require board approval, while those below this threshold can be decided by the general manager [9][12]. Group 4: Meeting Procedures - The board must meet at least twice a year, with meetings called by the chairman [23]. - A quorum for meetings requires the presence of more than half of the directors [16]. - Decisions are made through voting, with each director having one vote [38]. Group 5: Record Keeping and Compliance - Meeting records must include details such as the date, attendees, agenda, and voting results [44]. - The board is responsible for ensuring compliance with laws and regulations while maintaining confidentiality regarding meeting resolutions [42][46]. - Any unresolved matters should adhere to relevant laws and the company's articles of association [47].

Core Viewpoint - The document outlines the rules and regulations governing the shareholders' meetings of Hangzhou Steel Group Co., Ltd., ensuring the protection of shareholders' rights and the orderly conduct of meetings [2][3]. Group 1: General Provisions - The rules are established to regulate the behavior of the company and maintain the legitimate rights of all shareholders [2]. - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [2]. - Legal opinions will be sought on the legality of the meeting procedures and the qualifications of attendees [2][3]. Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the authority of the company, exercising powers such as approving mergers, amendments to the articles of association, and significant asset transactions [3][4]. - Certain external guarantees require approval from the shareholders' meeting if they exceed specified thresholds related to the company's net assets [3][5]. Group 3: Convening Shareholders' Meetings - Annual shareholders' meetings must be held within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [8][9]. - The board of directors must convene the meeting within the stipulated time frame upon receiving requests from shareholders [10][11]. Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be submitted in writing [16][17]. - Notifications for meetings must include details such as time, location, and agenda, ensuring shareholders are adequately informed [11][12]. Group 5: Conducting the Meeting - The meeting will be held at the company's registered address or another specified location, with provisions for online voting [22][23]. - All shareholders or their proxies registered by the record date have the right to attend and vote [23][24]. Group 6: Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [40][41]. - The voting process must be transparent, and results should be announced promptly after the meeting [52][53]. Group 7: Documentation and Record Keeping - Minutes of the meeting must be recorded, detailing attendance, discussions, and resolutions passed [59][60]. - The company is responsible for maintaining these records for a minimum of ten years [60].

格隆汇8月22日丨杭钢股份(600126.SH)公布2025年半年度报告，上半年实现营业收入296.76亿元，同比 下降11.54%；归属于上市公司股东的净利润-1.14亿元；基本每股收益-0.03元。 ...