Core Points - The article outlines the regulations and procedures for related party transactions of Hangzhou Iron and Steel Co., Ltd. to ensure fair pricing, compliance with review procedures, and proper information disclosure [2][3][4] Group 1: General Principles - The company aims to standardize related party transactions to protect the rights of the company and all shareholders [2] - Related party transactions must be priced fairly, reviewed in compliance with procedures, and disclosed appropriately [2][3] Group 2: Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [4][5] - Related party transactions encompass various activities such as asset purchases, financial support, and joint investments [6][7] Group 3: Reporting and Decision-Making Procedures - Company directors and major shareholders must report related party lists and relationships to the board [7][8] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][10] Group 4: Special Provisions for Daily Transactions - Daily related party transactions must follow specific review and disclosure procedures, especially if they exceed previously estimated amounts [23][24] Group 5: Pricing Principles - Related party transaction pricing should be fair and can be based on government pricing, market prices, or reasonable costs plus profit [27][28] Group 6: Exemptions from Review and Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual review and disclosure requirements [30][31]

暂缓与豁免管理规定》《上海证券交易所股票上市规则》（以下简称"《股票上市 规则》"）等法律、行政法规和规章的有关规定，制定本制度。 杭州钢铁股份有限公司 信息披露暂缓与豁免业务内部管理制度 第一条 为了规范杭州钢铁股份有限公司（以下简称"公司"）信息披露暂缓 与豁免行为，确保公司依法合规履行信息披露义务，保护投资者的合法权益，根 据《中华人民共和国证券法》 《上市公司信息披露管理办法》 《上市公司信息披露 第二条 公司暂缓、 豁免披露临时报告，在定期报告、临时报告中豁免披露 中国证券监督管理委员会和上海证券交易所规定或者要求披露的内容，适用本制 度。 第三条 公司有确实充分的证据证明拟披露的信息涉及国家秘密或者其他因 披露可能导致违反国家保密规定、管理要求的事项（以下统称"国家秘密"），依 法豁免披露。 第四条 公司有保守国家秘密的义务，不得通过信息披露、投资者互动问答、 新闻发布、接受采访等任何形式泄露国家秘密，不得以信息涉密为名进行业务宣 传。 公司董事长、董事会秘书应当增强保守国家秘密的法律意识，保证所披露的 信息不违反国家保密规定。 第五条 公司拟披露的信息涉及商业秘密或者保密商务信息（ 以下统称"商 ...

Core Points - The document outlines the information disclosure management system for Hangzhou Iron and Steel Co., Ltd, aiming to regulate the disclosure behavior of the company and protect investors' rights [1][2] - It defines "information" as any significant data that could impact the trading price of the company's securities and must be disclosed according to relevant laws and regulations [1][3] - The document emphasizes the importance of timely, truthful, and complete information disclosure by the company and its related parties [3][4] Group 1: Information Disclosure Obligations - The company and its information disclosure obligors must fulfill their disclosure obligations promptly and ensure the information is accurate and complete [3][4] - Information disclosure obligors include the company, its directors, senior management, shareholders, and other relevant parties [2][5] - The company can voluntarily disclose information that aids investors' decision-making, provided it does not conflict with legally required disclosures [3][6] Group 2: Disclosure Procedures and Responsibilities - The board of directors is responsible for establishing the information disclosure management system and ensuring its effective implementation [35][36] - The board secretary plays a crucial role in coordinating and implementing information disclosure tasks, including reporting significant information to the board [36][37] - Each department head is responsible for reporting significant information from their department to the board secretary [41][42] Group 3: Types of Reports - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [14][15] - The annual report must include key financial data, shareholder information, and significant events affecting the company [17][18] - The company must also disclose temporary reports for significant events that could impact the trading price of its securities [26][27] Group 4: Legal Compliance and Accountability - The company and its information disclosure obligors are subject to supervision by the China Securities Regulatory Commission and the Shanghai Stock Exchange [66][67] - Directors and senior management are responsible for the accuracy and completeness of disclosed information, with specific accountability for financial reports [68][69] - Violations of disclosure regulations may result in legal consequences and penalties for responsible parties [69][70]

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]