天眼查商业履历信息显示，云南驰宏锌锗股份有限公司，成立于2000年，位于曲靖市，是一家以从事有 色金属矿采选业为主的企业。企业注册资本509129.1568万人民币，实缴资本509129.1568万人民币。公 司法定代表人为杨美彦。 金融界消息 截至2025年8月15日收盘，驰宏锌锗（600497）报收于5.79元，上涨2.3%，换手率1.82%， 成交量91.79万手，成交金额5.27亿元。 通过天眼查大数据分析，云南驰宏锌锗股份有限公司共对外投资了27家企业，参与招投标项目5000次， 知识产权方面有商标信息98条，专利信息928条，此外企业还拥有行政许可257个。 资金流向方面，今日主力资金净流入3616.79万元，占比成交额6.86%。其中，超大单净流入4317.01万 元、占成交额8.19%，大单净流出700.22万元、占成交额1.33%，中单净流出流出2046.73万元、占成交 额3.88%，小单净流出1570.06万元、占成交额2.98%。 来源：金融界 驰宏锌锗最新一期业绩显示，截至2025一季报，公司营业总收入51.44亿元、同比增长10.10%，归属净 利润4.94亿元，同比增长1.40% ...

General Provisions - The rules are established to standardize the procedures of the shareholders' meeting of Yunnan Chihong Zinc & Germanium Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [1][2] Shareholders' Meeting Regulations - The shareholders' meeting consists of all shareholders and is the company's authority [2] - Annual shareholders' meetings must be held once a year within six months after the end of the previous accounting year, while temporary meetings can be convened under specific circumstances within two months [2][3] - If a shareholders' meeting cannot be held within the specified time, the company must report to the local regulatory authority and announce the reasons [2] Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to elect and replace directors, approve profit distribution plans, and make decisions on capital changes, among other responsibilities [3][4][5] - Certain external guarantee actions require approval from the shareholders' meeting, especially if they exceed specified thresholds related to the company's net assets [5][6] Convening the Shareholders' Meeting - The board of directors is responsible for convening the shareholders' meeting within the stipulated time [6][7] - Independent directors can propose to convene a temporary shareholders' meeting, and the board must respond within ten days [7][8] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [9][10] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [10][11] Conducting the Shareholders' Meeting - The meeting should be held at the company's registered address or another designated location [12] - All shareholders or their proxies have the right to attend the meeting, and the company cannot refuse entry [12][13] Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [17][18] - Ordinary resolutions require more than half of the voting rights, while special resolutions require two-thirds [17][18] - The voting process must be transparent, and results should be announced immediately after voting [23][24] Documentation and Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [39][40] - Any resolutions passed must be announced promptly, including details of the voting results and the number of shares represented [61][62]

Core Points - The articles outline the governance structure and operational guidelines of Yunnan Chihong Zinc & Germanium Co., Ltd, emphasizing the importance of legal compliance and corporate governance [1][2][3] - The company is established as a joint-stock company with a registered capital of RMB 5,040,380,483, and it operates under the principles of fairness and transparency in its share issuance [2][6] - The company is committed to social responsibility, considering the interests of stakeholders and environmental protection in its business activities [4][5] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - The company has a permanent existence as a joint-stock company, ensuring continuity in its operations [2] - The articles specify the roles and responsibilities of senior management, including the general manager and financial director [3] Business Objectives - The company's business objective is to maximize profits while ensuring the preservation and appreciation of assets, thereby providing good returns to shareholders [5] - The operational scope includes mining, smelting, and processing of zinc and germanium products, as well as various related services [5] Share Issuance and Management - The company issues shares in a manner that ensures equal rights for all shareholders, with a total of 5,040,380,483 shares issued [6][24] - The company prohibits financial assistance for acquiring its shares, except under specific conditions approved by the board [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles [12][37] - The articles outline the procedures for shareholder meetings, including the requirements for calling and conducting these meetings [19][22] Corporate Governance - The company emphasizes the importance of legal compliance and ethical conduct in its operations, with a focus on maintaining a sound governance structure [4][14] - The articles provide mechanisms for shareholders to hold the board accountable for any breaches of duty [15][16] Financial Management - The company must seek shareholder approval for significant financial decisions, including guarantees and asset transactions exceeding certain thresholds [20][35] - The articles stipulate that the company must maintain transparency in its financial dealings and adhere to regulatory requirements [20][35]

Core Points - The document outlines the rules for the board of directors of Yunnan Chihong Zinc & Germanium Co., Ltd, aiming to standardize decision-making processes and enhance efficiency [2][4][5] Group 1: Board Composition and Responsibilities - The board consists of 11 directors, including 4 independent directors, and is responsible for strategic decisions, risk management, and operational oversight [3][4] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [4][5] Group 2: Board Meetings - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [8][9] - Meeting notifications must be sent at least 10 days in advance for regular meetings and 5 days for temporary meetings, detailing the agenda and other relevant information [8][10] Group 3: Voting and Decision-Making - Decisions require a majority vote from the board, with special resolutions needing a two-thirds majority for significant matters such as capital changes or mergers [14][28] - Directors must avoid conflicts of interest during voting, and specific rules govern the delegation of voting rights [15][11] Group 4: Committees and Oversight - The board establishes specialized committees, including an ESG committee and an audit committee, primarily composed of independent directors to ensure oversight and compliance [6][7] - The board is responsible for monitoring the implementation of decisions and ensuring compliance with legal and regulatory requirements [40][41]

Capital Reduction - The company plans to reduce its registered capital by RMB 50,911,085 following the cancellation of 50,911,085 shares, changing the total share capital from 5,091,291,568 shares to 5,040,380,483 shares [1][2] Cancellation of Supervisory Board - The company intends to cancel its supervisory board, transferring its responsibilities to the audit and risk management committee of the board of directors, in compliance with relevant laws and regulations [1][2] Amendments to Company Regulations - The company will revise its articles of association and related rules to enhance governance and operational standards, with specific amendments detailed in the attached documents [2][3] Shareholder Meeting Approval - The proposed capital reduction and amendments to the articles of association require approval from the shareholders' meeting, which will also authorize the management to handle necessary registration changes [2][3]

Core Viewpoint - The company plans to reappoint Xinyong Zhonghe Accounting Firm as its financial and internal control auditing institution for the year 2025, pending approval from the shareholders' meeting [1][6]. Group 1: Appointment of Auditing Firm - The proposed auditing firm is Xinyong Zhonghe Accounting Firm, established on March 2, 2012, and has previously engaged in securities service business [1][2]. - The firm reported a revenue of 4.054 billion yuan for 2024, with auditing revenue at 2.587 billion yuan and securities business revenue at 0.976 billion yuan [2]. - The firm has a total of 259 partners and 1,780 registered accountants, with over 700 accountants having experience in securities service [2]. Group 2: Audit Team Information - The proposed signing partner is Mr. Guo Yong, who has been in the auditing field since 2008 and has signed and reviewed over six listed company audits in the past three years [3][4]. - The independent review partner is Mr. Shao Lixin, who has been in the auditing field since 2000 and has signed and reviewed over five listed company audits in the past three years [4]. - The proposed signing registered accountant is Mr. Wei Sirui, who started auditing in 2020 and has signed one listed company audit report in the past three years [5]. Group 3: Audit Fee and Approval Process - The audit fee for 2025 is proposed to remain the same as the 2024 fee of 1.89 million yuan, with adjustments allowed only if there are significant changes in asset scale, capped at the asset scale increase [3][6]. - The audit and risk management committee approved the reappointment with unanimous support from all five members present [6]. - The board of directors also approved the reappointment with a unanimous vote of 10 in favor [6].

Group 1 - The company held its 23rd meeting of the 8th Board of Directors, which complied with relevant regulations [1][2] - The company plans to reduce its registered capital by RMB 50,911,085, changing the total share capital from 5,091,291,568 shares to 5,040,380,483 shares [1] - The company intends to cancel its Supervisory Board, transferring its responsibilities to the Audit and Risk Management Committee of the Board [1][2] Group 2 - The company will amend certain provisions of its Articles of Association, with the revised text available on the Shanghai Stock Exchange website [2][3] - The company plans to rename and revise its Shareholders' Meeting Rules, with the updated document also published on the Shanghai Stock Exchange website [2][3] - The company intends to revise its Board Meeting Rules, with the updated text to be published on the Shanghai Stock Exchange website [3] Group 3 - The company plans to reappoint ShineWing Certified Public Accountants as its financial and internal control audit firm for the year 2025, maintaining the audit fee at RMB 1.89 million [3][4] - The company has approved the performance indicators for its management team for the years 2024 to 2027, with specific votes recorded [4][5] - The company is optimizing its organizational structure to enhance management efficiency and operational effectiveness [5][6]

Group 1 - The company plans to reduce its registered capital by RMB 50,911,085, resulting in a new registered capital of RMB 5,040,380,483 [1][2] - The company intends to abolish its supervisory board, transferring its responsibilities to the audit and risk management committee of the board of directors [1][2] - The company will amend its articles of association in accordance with the changes mentioned above [2] Group 2 - The company has agreed to reappoint ShineWing Certified Public Accountants as its financial and internal control audit firm for the year 2025, with audit fees expected to remain at RMB 1.89 million [2]

Group 1 - The core viewpoint of the news is that Yunnan Chihong Zinc & Germanium Co., Ltd. has shown a positive financial performance in the first quarter of 2025, with a revenue increase and stable profit growth [1] - As of August 8, 2025, the company's stock price closed at 5.69 yuan, with a trading volume of 675,000 hands and a transaction amount of 384 million yuan [1] - The company's latest financial report indicates total operating revenue of 5.144 billion yuan, a year-on-year increase of 10.10%, and a net profit attributable to shareholders of 494 million yuan, a year-on-year increase of 1.40% [1] Group 2 - The company has made investments in 27 enterprises and participated in 5,000 bidding projects, indicating active engagement in business expansion [2] - In terms of intellectual property, the company holds 98 trademark registrations and 927 patents, along with 234 administrative licenses [2] - The company's financial ratios include a current ratio of 0.812, a quick ratio of 0.466, and a debt-to-asset ratio of 27.71%, reflecting its financial health [1]

云南驰宏锌锗股份有限公司董事会议事规则 （2013 年 5 月制定，2022 年 4 月第一次修订，2023 年 10 月第二次修订，2025 年 8 月第三次修订） 第一章 总则 第一条 为了进一步规范云南驰宏锌锗股份有限公司（以下简称"公司"） 董事会的议事方式和决策程序，确保董事会的工作效率和科学决策，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》（以下 简称"《证券法》"）和《上市公司治理准则》等有关法律、法规和《云南驰宏锌 锗股份有限公司章程》（以下简称"《公司章程》"）的有关规定，并结合公司的 实际情况，制定本议事规则。 第二条 董事会是公司的经营决策机构，依据《公司法》等相关法律､法规 和《公司章程》的规定，经营和管理公司的法人财产，对股东会负责｡ 第二章 董事会的组成与职权 第三条 公司设董事会，董事会由 11 名董事组成，其中独立董事 4 名。董 事会设董事长 1 人。董事长由董事会以全体董事的过半数选举产生。外部董事人 数应当超过董事会全体成员的半数。外部董事，是指由任职企业以外的人员担任 的董事，且在任职企业不担任董事会及其专门委员会以外的其他职务。 第 ...