Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholder and related parties from occupying its funds, ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: General Principles - The purpose of the system is to prevent fund occupation by the controlling shareholder or actual controller and related parties, ensuring the safety of the company's funds [2]. - The company’s directors and senior management have a legal obligation to maintain the safety of the company's funds [2]. Group 2: Fund Occupation by Controlling Shareholders - The company prohibits the controlling shareholder and related parties from occupying company funds through various means, including operational and non-operational fund occupations [3][4]. - The company must not provide funds or resources to the controlling shareholder and related parties through prepayments or other means [3][4]. Group 3: External Guarantees - Any external guarantees provided by the company must be approved by the shareholders' meeting if they exceed certain thresholds, such as 30% of the latest audited total assets [4][5]. - The company must ensure that any guarantees provided to the controlling shareholder or related parties are accompanied by counter-guarantees [8]. Group 4: Responsibilities and Accountability - The board of directors and senior management are responsible for preventing fund occupation and must take effective measures if such situations occur [6][8]. - The company must take legal action against the controlling shareholder and related parties if they refuse to correct any fund occupation [6][8]. Group 5: Asset Settlement - Funds occupied by the controlling shareholder and related parties should ideally be repaid in cash, with strict controls on non-cash asset settlements [7]. - Any asset used for debt settlement must belong to the same business system and must not be unutilized or lack clear book value [7]. Group 6: Penalties and Legal Consequences - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and serious cases may lead to dismissal [8][9]. - The company will pursue legal responsibility for any losses caused to investors due to violations of this system [9].

General Principles - The company establishes a system to regulate related party transactions to protect the legal rights of shareholders, especially minority investors, ensuring fairness and transparency in transactions [2][3] - Related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [2] Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [3][4] - A legal entity is considered a related party if it directly or indirectly controls the company or holds more than 5% of its shares [3][4] Types of Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, financial assistance, and guarantees [5][8] - The company must disclose and seek approval for significant related transactions based on their monetary value and impact on net assets [6][9] Decision-Making Authority - The decision-making authority for related transactions is tiered based on transaction amounts, with different thresholds for board and shareholder approvals [6][10] - Transactions exceeding certain thresholds require independent financial advice or professional evaluations to ensure fairness [2][6] Management of Related Transactions - The company is responsible for maintaining a list of related parties and ensuring compliance with regulations regarding related transactions [26][27] - Daily management of related transactions is overseen by the board office, which coordinates the review and disclosure processes [26][27] Disclosure Requirements - The company must disclose related transactions according to regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [23][24] - Certain transactions may be exempt from disclosure if they do not involve compensation or obligations [24][25]

Core Viewpoint - The company has established a comprehensive investor relations management approach to enhance communication with investors, protect their rights, and improve corporate governance and overall value [3][4][5]. Group 1: Principles of Investor Relations - The investor relations work is based on compliance, equality, proactivity, and honesty [4][5]. - The company emphasizes equal treatment of all investors, especially small and medium-sized investors, and aims to create opportunities for their participation [4][5]. - The company is committed to actively engaging with investors and responding to their suggestions and demands [4][5]. Group 2: Communication Channels and Methods - The company will utilize multiple channels such as the official website, new media platforms, and investor education bases to communicate with investors [5][6]. - Various methods including shareholder meetings, investor briefings, roadshows, and analyst meetings will be employed to facilitate communication [6][9]. - The company will ensure that all communications are based on publicly disclosed information and will not substitute investor relations activities for mandatory disclosures [6][8]. Group 3: Responsibilities and Organization - The board secretary is responsible for organizing and coordinating investor relations management, supported by the securities affairs department [26][27]. - The investor relations work includes drafting management systems, organizing communication activities, and handling investor inquiries and complaints [28][29]. - The company will maintain a database of investor relations activities, ensuring proper documentation and record-keeping [17][18]. Group 4: Training and Compliance - The company will conduct regular training for directors and staff on investor relations management [17]. - Strict adherence to legal and regulatory requirements for information disclosure is mandated, ensuring that all communications are truthful and transparent [24][25]. - The company will establish a clear distinction between promotional materials and media reports to maintain objectivity [11][12].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures, emphasizing the importance of accurate information and the consequences of negligence [1][2]. Group 1: Accountability Measures - The system defines significant errors as failures by personnel to fulfill their responsibilities, leading to substantial economic losses or negative social impacts [1]. - The accountability measures apply to directors, senior management, subsidiary heads, controlling shareholders, and other relevant personnel involved in annual report disclosures [1]. - The board of directors is responsible for identifying responsible parties and implementing disciplinary actions, which may include criticism, warnings, or termination of employment, as well as mandatory disclosures of corrections and their impacts [1][2]. Group 2: Disciplinary Actions - Internal disciplinary actions may include correction orders, public criticism, job reassignment, suspension, demotion, dismissal, and compensation for losses [1]. - For external personnel providing inaccurate information, the board will issue notifications and may propose changes in the involved shareholders' directors or executives [2]. - Economic penalties may accompany disciplinary actions against directors and senior management, with amounts determined by the board based on the severity of the incident [2]. Group 3: Procedural Guidelines - The board secretary's office is tasked with collecting and summarizing information related to accountability, proposing handling plans, and obtaining board approval [2]. - Before any disciplinary action is taken, the rights of the responsible parties to present their case must be respected [2]. - The system will be revised as necessary to align with relevant laws and regulations, with the board responsible for its interpretation and amendments [2].

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and ensure shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their votes among multiple candidates when electing directors, with the total votes not exceeding their legal voting rights [1][2] - The election process includes specific steps for valid voting, counting votes, and determining elected directors based on the majority [2][3] Summary by Sections - **Cumulative Voting System Definition**: The cumulative voting system enables shareholders to cast multiple votes for director candidates, allowing for strategic allocation of votes [1] - **Voting Procedure**: Shareholders must indicate their chosen directors and the number of votes allocated to each on a single ballot, with invalid ballots resulting from exceeding legal voting limits [2] - **Election of Independent and Non-Independent Directors**: Separate elections and voting processes are required for independent and non-independent directors, ensuring clarity in the voting process [2] - **Supplementary Elections**: In the event of a director's resignation, a supplementary election must follow the established rules, with the new director serving until the current board's term ends [2] - **Distribution of Implementation Rules**: Shareholders must receive the implementation rules prior to voting to ensure informed decision-making [2] - **Amendment and Interpretation Rights**: The rights to amend the rules belong to the shareholders' meeting, and the board of directors holds the interpretation rights [3]

Core Points - The article outlines the operational guidelines and responsibilities of the President and senior management of Changjiang Jinggong Steel Structure (Group) Co., Ltd [4][6][8] Group 1: General Provisions - The company is governed by the Company Law of the People's Republic of China and has established specific guidelines based on its actual situation [2][4] - The President is appointed by the Board of Directors and is responsible for executing the Board's decisions and reporting on work [4][5] Group 2: Powers and Responsibilities of the President - The President serves a term of three years and can be reappointed [5] - The President has the authority to manage production and operations, implement Board resolutions, and propose the appointment or dismissal of senior management [5][6] - The President is responsible for the company's internal management structure and basic management systems [5][6] Group 3: Financial Responsibilities - The financial officer is directly responsible for financial reporting, accounting policies, and financial information disclosure [7] - The financial officer must ensure the company's financial independence and report any irregularities to the Board [7][8] Group 4: Reporting and Accountability - The President must regularly report to the Board on the company's operational status, financial conditions, and significant contracts [6][8] - The President is liable for damages caused by negligence or violation of the Board's resolutions [8][9] Group 5: Meeting Procedures - The President's office meetings are held monthly, with the authority to convene temporary meetings as needed [9][10] - Meeting minutes must be accurately recorded and submitted to the Board [10]

Core Points - The article outlines the working system for independent directors' special meetings at Changjiang Jinggong Steel Structure (Group) Co., Ltd, aiming to enhance governance and protect shareholders' rights [1][2][3] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The special meetings of independent directors are convened to ensure their effective participation in decision-making and supervision, thereby safeguarding the overall interests of the company and minority shareholders [2][3] Summary by Sections Independent Directors' Responsibilities - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must perform their roles in accordance with laws, regulations, and the company's articles of association [2][3] - They play a crucial role in decision-making, supervision, and providing professional advice [2] Meeting Procedures - Special meetings are exclusively attended by independent directors and can be held through various means, including in-person and remote formats [3][4] - A quorum requires the presence of more than half of the independent directors, and decisions are made based on majority votes [3][4] Decision-Making Authority - Certain matters, such as decisions related to company acquisitions and related party transactions, must be discussed and approved in these special meetings before being submitted to the board [3][4] - Independent directors have the authority to propose the convening of temporary shareholder meetings and board meetings [4] Documentation and Reporting - Meeting records must be maintained, including details of attendance, discussions, and voting outcomes, and must be preserved for at least ten years [4][5] - Independent directors are required to submit annual reports detailing their performance and the outcomes of special meetings [5] Implementation and Amendments - The system is effective upon approval by the board and is subject to amendments as per relevant laws and regulations [5]

Core Viewpoint - The company has established a fundraising management system to ensure the safety and efficiency of the use of raised funds, in compliance with relevant laws and regulations [2][3]. Group 1: Fundraising Management - The funds raised refer to the money obtained through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must use the raised funds specifically for their intended purposes, aligning with national industrial policies and legal regulations, and should not engage in financial investments or trading of securities [2][3]. - The company is required to disclose the actual use of raised funds accurately and completely, and any significant issues affecting the normal investment plan must be announced promptly [3][4]. Group 2: Fund Storage and Usage - The company must open a special account for the raised funds, which should be managed and used exclusively for the intended purposes [4][5]. - If the company has multiple financings, separate special accounts must be established for each fundraising [4]. - The company can use temporarily idle raised funds for cash management, provided it does not affect the normal investment plan [9][10]. Group 3: Project Management and Adjustments - If a fundraising project cannot be completed within the original timeframe, the company must seek board approval for an extension and disclose the reasons for the delay [12]. - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [15][16]. - The company must conduct feasibility analyses for any new projects or changes in investment plans to ensure they enhance competitiveness and innovation [27][28]. Group 4: Supervision and Reporting - The financial department is responsible for maintaining a detailed record of the use of raised funds, and internal audits must be conducted at least biannually [31][32]. - The board must continuously monitor the management and use of raised funds, and a special report on the status of these funds must be prepared and disclosed [35][36]. - Any violations of the fundraising management system that result in losses to the company will lead to disciplinary actions against responsible individuals [38].

Core Viewpoint - The article outlines the information disclosure management system of Changjiang Jinggong Steel Structure (Group) Co., Ltd, emphasizing the importance of timely, accurate, and complete disclosure of significant information to protect the rights of investors and ensure compliance with relevant laws and regulations [2][3][4]. Group 1: General Principles of Information Disclosure - The information disclosed must be true, accurate, complete, and clear, without any misleading statements or omissions [3][4]. - All investors should receive significant information simultaneously, and no individual or entity should receive undisclosed information in advance [3][4]. - The company and related parties must control the knowledge of insider information to prevent leaks and insider trading [3][4][5]. Group 2: Disclosure Procedures - The company must disclose periodic reports, including annual and semi-annual reports, within specified timeframes [6][17]. - If the company anticipates delays in disclosing reports, it must inform the Shanghai Stock Exchange and provide reasons for the delay [6][17]. - The board of directors must approve the content of periodic reports, and the financial information must be audited [6][7]. Group 3: Major Events Disclosure - The company must disclose significant events that could impact the trading price of its securities, including major changes in operations, significant investments, and financial difficulties [8][11]. - Disclosure must occur immediately upon knowledge of such events, detailing the cause, current status, and potential impacts [8][11][12]. - The company must also disclose any major changes in shareholding or control that could affect its operations [11][12]. Group 4: Responsibilities and Management - The board of directors and senior management are responsible for ensuring compliance with disclosure obligations and must report any significant events to the board [13][14]. - The company must maintain effective communication channels with the stock exchange and ensure that disclosure documents are accessible to the public [14][15]. - The securities affairs department is tasked with managing the information disclosure process and ensuring timely compliance [15][18].

Core Viewpoint - The document outlines the management system for the deferral and exemption of information disclosure by Changjiang Jinggong Steel Structure (Group) Co., Ltd, emphasizing compliance with legal obligations and the protection of state and commercial secrets [2][3][4]. Group 1: General Principles - The purpose of the system is to standardize the deferral and exemption of information disclosure, ensuring compliance with the Securities Law and relevant stock exchange rules [2]. - The company and other obligated parties must disclose information truthfully, accurately, completely, timely, and fairly, avoiding misuse of deferral or exemption to mislead investors [3][4]. - The scope of deferral and exemption should align with the conditions at the time of the company's initial listing on the Shanghai Stock Exchange [2][3]. Group 2: Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or could violate confidentiality regulations [3][4]. - Commercial secrets can be deferred or exempted if they pertain to core technology or sensitive business information that could lead to unfair competition or harm the interests of the company or others [3][4][5]. - The company may use alternative methods such as anonymization or summarization to protect sensitive information in periodic reports [4][5]. Group 3: Internal Review Procedures - The board secretary is responsible for organizing and coordinating deferral and exemption matters, with the securities affairs department handling daily operations [5][6]. - Specific information requiring deferral or exemption must be documented, including reasons, duration, and a list of individuals with insider knowledge [5][6]. - The company must promptly disclose information once the reasons for deferral or exemption are no longer valid [6][7]. Group 4: Compliance and Record Keeping - The company must maintain records of deferral and exemption actions for at least ten years and submit relevant materials to regulatory bodies within ten days after periodic reports [6][7]. - If the company faces regulatory actions due to non-compliance with the system, the board must conduct a review and implement corrective measures [7][8].