| 是否继续在 | 是否存在 | 原定任期 | 上市公司及 | 具体职务 | 未履行完 | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 姓名 | 离任职务 | 离任时间 | 离任原因 | 到期日 | 其控股子公 | （如适用） | 毕的公开 | | | | | | | | | | | 司任职 | 承诺 | 2025 | 8 | 2026 | 5 | 范永强 | 第 | 九 | 届 | 董 | 年 | 年 | 月 | 工作变动 | 是 | 杭州杭钢云 | | 21 | 18 | 事会董事、 | 月 | 日 | 日 | 计算数据中 | 否 | 董事会审 | 心有限公司 | | | | | | | | | 计委员会 | 董事长、浙江 | 委员、董事 | 云计算数据 | | | | | | | | | | | | | | | 会战略委 | 中心有限公 | 员会委员 | 司董事长、浙 | | | | | | | ...

第一章 总则 公司根据《公司法》和有关规定，在《公司章程》中明确党建工作有关要求。 第一条 为规范杭州钢铁股份有限公司（以下简称"公司"）运作，提升公 司治理水平，保护投资者合法权益，根据《中华人民共和国公司法》（以下简称 "《公司法》"）、《中华人民共和国证券法》、《上市公司治理准则》及相关 法律、行政法规的规定，制定本纲要。 第二条 公司应当贯彻落实创新、协调、绿色、开放、共享的发展理念，积 极履行社会责任，形成良好公司治理实践。 公司治理应当健全、有效、透明，强化内部和外部的监督制衡，保障股东的 合法权利并确保其得到公平对待，尊重利益相关者的基本权益，切实提升企业整 体价值。 第三条 公司股东、实际控制人、董事、高级管理人员，应当依照法律、行 政法规、部门规章、规范性文件（以下统称"法律法规"）和《杭州钢铁股份有 限公司章程》（以下简称"《公司章程》"）行使权利、履行义务，维护公司利 益。董事、高级管理人员应当持续学习，不断提高履职能力，忠实、勤勉、谨慎 履职。 第四条 公司按规定设立中国共产党的组织，开展党的活动。公司为党组织 的活动提供必要条件。 第二章 股东与股东会 第一节 股东权利 第五条 股东 ...

Core Viewpoint - The company has established an ESG management system to enhance social responsibility and promote sustainable economic, social, and environmental development [1][2]. Group 1: ESG Responsibilities - ESG responsibilities include environmental protection, social responsibility, and sound corporate governance [1][2]. - The company prioritizes social benefits while striving for a balance between social and economic outcomes [6]. - The company integrates innovative, coordinated, green, open, and shared development concepts into all areas of its operations [7][10]. Group 2: Stakeholder Engagement - Stakeholders include shareholders, creditors, employees, partners, customers, suppliers, community organizations, and relevant government departments [2]. - The company is committed to effective communication with stakeholders and safeguarding their legitimate rights [8][9]. Group 3: Governance Structure - The board of directors is the highest decision-making body for ESG work, responsible for setting ESG strategies and approving related reports [13][14]. - The ESG working group, led by the general manager, is responsible for identifying and analyzing ESG risks and opportunities [16][17]. Group 4: Rights Protection - The company ensures fair treatment of all shareholders and protects their legal rights [24][25]. - The company adheres to labor laws and protects employees' rights, ensuring a safe and healthy work environment [30][31]. Group 5: Environmental Protection - The company complies with environmental laws and standards, focusing on pollution control and resource conservation [45][46]. - The company is responsible for monitoring its subsidiaries' compliance with environmental policies [47][48]. Group 6: Social Responsibility - The company actively participates in community development and social welfare activities [50][51]. - The company is committed to transparency and accountability in its operations, including timely disclosure of ESG-related information [53][55].

Core Points - The article outlines the establishment and responsibilities of the Audit Committee of Hangzhou Iron & Steel Co., Ltd, emphasizing the importance of internal control and corporate governance [1][3][4] Group 1: Committee Structure and Composition - The Audit Committee is a permanent supervisory body of the Board, consisting of three members, including two independent directors, with at least one being a professional in accounting [1][2] - The committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [2] - The term of the Audit Committee aligns with that of the Board, allowing for re-election upon term expiration [2] Group 2: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring the accuracy of financial reports [3][4] - It has the authority to approve significant financial disclosures, hire or dismiss external auditors, and oversee internal audit functions [3][4] - The committee must report any violations by directors or senior management to the Board or shareholders and can recommend dismissals for serious infractions [5][6] Group 3: Internal Audit and Reporting - The internal audit department reports directly to the Audit Committee and is responsible for evaluating the effectiveness of internal controls and compliance with regulations [6][7] - The Audit Committee must review internal audit reports and ensure that corrective actions are taken for identified deficiencies [7][8] - The committee is tasked with monitoring the use of raised funds and ensuring compliance with cash dividend policies [8][9] Group 4: Meeting Procedures and Disclosure - The Audit Committee is required to hold regular meetings at least quarterly, with provisions for special meetings as needed [11][12] - Meeting decisions must be documented and reported to the Board, ensuring transparency and accountability [12][13] - The committee must disclose its annual performance and any significant issues to the stock exchange, maintaining compliance with regulatory standards [13][14]

Core Viewpoint - The company has established a comprehensive internal audit system to enhance and standardize its internal audit work, ensuring quality and accountability in accordance with relevant laws and regulations [1][2]. Group 1: Internal Audit Definition and Purpose - Internal audit is defined as an independent and objective activity that supervises, evaluates, and provides consulting on the appropriateness, legality, and effectiveness of business activities and internal controls [1]. - The purpose of internal audit is to improve operational efficiency and effectiveness, achieve company development goals, and protect the legal rights of the company and its shareholders [1][2]. Group 2: Internal Audit Structure and Responsibilities - The audit department is responsible for overseeing business activities, risk management, internal controls, and financial information [2]. - The audit department reports to the board of directors and must maintain independence from the finance department [2][3]. - Internal auditors must possess the necessary professional capabilities and adhere to principles of legality, objectivity, independence, and integrity [2][3]. Group 3: Audit Procedures and Reporting - The audit department must develop an annual audit work plan based on national regulations and company needs, which requires approval from the audit committee [4]. - Auditors are required to notify the audited unit three working days before the audit and must collect sufficient, relevant, and reliable evidence to support audit conclusions [4][5]. - Audit reports must be objective, complete, clear, timely, and constructive, detailing the audit purpose, scope, conclusions, and recommendations [5][6]. Group 4: Follow-up and Compliance - The audit department is responsible for monitoring the implementation of corrective measures for issues identified during audits and must report on the effectiveness of these measures [6][7]. - If a unit decides not to implement corrective measures based on cost or other considerations, a written commitment must be made, which will be reported to management [7][8]. Group 5: Accountability and Penalties - Major violations, significant asset losses, and severe deficiencies in internal control procedures will lead to accountability for responsible personnel [9]. - Internal auditors who abuse their power or fail to perform their duties will face disciplinary actions, and criminal cases will be referred to judicial authorities [9].

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 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]

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 ...