Core Points - The article outlines the insider information management and registration system of Henan Yuguang Gold Lead Co., Ltd, aiming to regulate insider information handling and prevent insider trading [1][2][3] Group 1: General Principles - The system is established to ensure the confidentiality of insider information and to maintain fair information disclosure principles according to relevant laws and regulations [1][2] - The board of directors is responsible for ensuring the accuracy and completeness of insider information registries, with the chairman being the primary responsible person [2][3] Group 2: Definition of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [3][4] - Specific examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [3][4] Group 3: Registration Management - The company implements a registration and filing management system for insider information, requiring detailed records of individuals who have access to such information [5][6] - The registration must include personal details, the nature of the insider information, and the circumstances under which it was obtained [5][6] Group 4: Confidentiality Obligations - All insider information personnel are required to maintain confidentiality and are prohibited from disclosing or trading based on insider information [10][11] - The company must take necessary measures to control the dissemination of insider information and ensure that only authorized individuals have access [10][11] Group 5: Accountability and Compliance - The company is mandated to conduct self-inspections regarding insider trading activities and report any violations to regulatory authorities [11][12] - Violations of the insider information management system may result in penalties, including potential criminal liability for severe breaches [11][12]

General Provisions - The purpose of the implementation rules is to standardize the decision-making process and the selection of senior management, optimize the composition of the board, and improve the corporate governance structure [2] - The Nomination Committee is established as a specialized working body of the board, responsible for selecting candidates for directors and senior management, and making recommendations to the board [2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [3] - 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 [3] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [3] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations on various matters to the board [5] - The board has the authority to reject plans or proposals that may harm shareholders' interests [5] - Major shareholders must respect the committee's recommendations regarding candidates unless there is sufficient reason or reliable evidence to propose alternatives [5] Decision-Making Procedures - The committee will research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation, and submit resolutions to the board for approval [6] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information about candidates [6] Meeting Rules - Meetings of the Nomination Committee must be announced three days in advance, except in special circumstances [7] - A quorum for meetings requires the presence of at least two-thirds of the committee members [8] - Decisions made in meetings must be recorded, and all members have a confidentiality obligation regarding the discussed matters [8] Supplementary Provisions - The implementation rules take effect upon approval by the board, and previous rules are abolished [9] - Any matters not covered by these rules will be executed according to national laws and regulations [9]

Core Viewpoint - The document outlines the selection and appointment procedures for accounting firms by Henan Yuguang Gold Lead Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The appointment process requires approval from the audit committee, board of directors, and shareholders [1][2]. - The controlling shareholders and actual controllers are prohibited from designating accounting firms before the board and shareholders' approval [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications as per regulatory requirements and have a solid organizational structure and internal management [2]. - Firms must have a good track record in providing audit services to listed companies and must not have been penalized by regulatory bodies [2][3]. - Confidentiality and data security must be maintained by the accounting firms [2]. Group 3: Selection Procedures - The audit committee is responsible for establishing selection policies, initiating the selection process, and evaluating the proposals [3][4]. - Competitive negotiation, public bidding, and other transparent methods must be used to ensure fairness in the selection process [3][4]. - The selection results must be publicly disclosed, including the chosen firm and audit fees [4]. Group 4: Evaluation and Scoring - The evaluation criteria for accounting firms must include audit fees, qualifications, performance history, and risk management capabilities [5][6]. - Quality management should have a weight of at least 40% in the evaluation, while audit fees should not exceed 15% [5][6]. - The average audit fee from compliant firms will serve as the benchmark for scoring [6]. Group 5: Procedures for Reappointment - The company may reappoint accounting firms under specific circumstances, such as significant quality deficiencies or failure to meet deadlines [7][8]. - The audit committee must investigate the quality of both the previous and proposed firms during the reappointment process [8]. Group 6: Supervision and Penalties - The audit committee is tasked with evaluating the performance of the appointed accounting firms and ensuring compliance with laws and regulations [9]. - Any violations by the selected firms that lead to severe consequences must be reported to the board for appropriate action [9]. Group 7: Implementation and Authority - The new selection system will take effect upon approval by the board and will replace the previous system [10]. - The board retains the rights to interpret and amend the selection system as necessary [10].

Core Viewpoint - The document outlines the management measures for related party transactions of Henan Yuguang Gold Lead Co., Ltd, aiming to standardize related party transaction behaviors, enhance operational compliance, and protect the legal rights of the company and its shareholders [2][3]. Group 1: General Principles - The purpose of the measures is to regulate related party transactions, improve the company's operational standards, and protect the rights of shareholders [2]. - Related party transactions must adhere to principles of fair pricing, compliance with decision-making procedures, and proper information disclosure [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling relationship with the company [4][5]. - Legal entities that are considered related parties include those that directly or indirectly control the company or are controlled by the same entity as the company [4][5]. - Natural persons considered related parties include those holding more than 5% of the company's shares, company directors, and senior management [6][7]. Group 3: Reporting and Disclosure - Company directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board [4][10]. - Transactions with related natural persons exceeding 300,000 yuan and with related legal entities exceeding 3 million yuan must be approved by independent directors and disclosed [5][6]. Group 4: Decision-Making Procedures - Related party transactions must be reviewed and approved by the board and, in some cases, the shareholders' meeting, especially for significant transactions [6][12]. - Independent directors must approve related party transactions before submission to the board for review [12][13]. Group 5: Exemptions from Procedures - Certain transactions, such as those providing unilateral benefits without consideration, may be exempt from the usual review and disclosure requirements [14][15]. - Transactions that do not exceed specified thresholds may also be exempt from detailed procedures [14][15]. Group 6: Implementation and Amendments - The measures will take effect after approval by the company's shareholders' meeting and will replace previous related party transaction management measures [16].

Core Viewpoint - The document outlines the internal management system for the temporary suspension and exemption of information disclosure by Henan Yuguang Gold Lead Co., Ltd, emphasizing the need for compliance with legal regulations and the protection of investor rights [1][2]. Group 1: Information Disclosure Regulations - The company must disclose information truthfully, accurately, completely, timely, and fairly, and cannot misuse suspension or exemption to evade disclosure obligations or mislead investors [1][2]. - The company is obligated to maintain state secrets and must not leak confidential information through any form of communication [2][3]. Group 2: Conditions for Suspension and Exemption - The company can suspend or exempt disclosure if it has sufficient evidence that the information involves state secrets or could violate confidentiality regulations [2][3]. - Information related to commercial secrets can be suspended or exempted if it pertains to core technology or could harm the interests of the company or others [2][3]. Group 3: Internal Procedures - The company must follow internal review procedures before implementing any suspension or exemption of disclosure [1][4]. - The board secretary is responsible for organizing and coordinating matters related to the suspension and exemption of information disclosure [3][4]. Group 4: Documentation and Reporting - The company must keep detailed records of any suspension or exemption requests, including the type of information and the reasons for the decision [4][5]. - After the annual, semi-annual, or quarterly reports are published, the company must submit relevant documentation regarding any suspended or exempted disclosures to the regulatory authorities within ten days [5]. Group 5: Accountability and Compliance - If the company fails to disclose information that does not meet the suspension or exemption criteria, or if the reasons for suspension have been resolved, appropriate disciplinary measures will be taken against responsible personnel [5][6]. - The internal management system will be effective upon approval by the board of directors, replacing the previous version of the system [5][6].

General Principles - The rules are established to regulate the behavior of Henan Yuguang Gold Lead Co., Ltd. and ensure that the shareholders' meeting exercises its rights according to the law and company regulations [1] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [1][2] Shareholders' Meeting Convening - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [7] - Independent directors can propose the convening of a temporary shareholders' meeting, and the board must respond within 10 days [8][9] - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must respond within 10 days [10][11] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [14] - Shareholders holding 1% or more of the shares can submit temporary proposals for consideration at the meeting [15] - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [16] Meeting Procedures - The shareholders' meeting must be held at the company's registered address or a location specified in the company’s articles [21] - Shareholders can attend in person or through authorized representatives, and voting can be conducted via various methods [22][24] - The meeting must maintain order, and any disruptions should be reported to the relevant authorities [23] Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for each type [40][41] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [42] - The results of the voting must be announced promptly, including details of the number of shareholders present and the voting outcomes [42][43] Record Keeping and Compliance - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [44] - The company must ensure compliance with all legal and regulatory obligations, including timely disclosures following the meeting [46][52]

| 证券代码：600531 | 证券简称：豫光金铅 | 公告编号：临 2025-049 | | --- | --- | --- | | 债券代码：110096 | 债券简称：豫光转债 | | 河南豫光金铅股份有限公司 关于为全资子公司增加担保额度预计的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、担保情况概述 （一）本次为下属全资子公司新增担保预计的情况 为支持豫光香港有效拓展区域市场业务并优化资金流动性管理，2025 年度， 公司拟向豫光香港提供不超过 40,000 万元的担保额度，以协助其申请银行综合 授信。提供担保的形式包括但不限于信用担保（含一般保证、连带责任保证等）、 抵押担保、质押担保或多种担保方式相结合等形式。截至 2025 年 7 月 4 日，公 司未对豫光香港提供任何担保。 重要内容提示： ● 被担保人名称：河南豫光金铅股份有限公司（以下简称"公司"）全资子 公司豫光（香港）国际有限公司（以下简称"豫光香港"） ● 本次预计担保额度及已实际为其提供的担保余额： （1）本次公司拟为豫光香港增加 ...

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 证券代码：600531 证券简称：豫光金铅 公告编号：2025-048 债券代码：110096 债券简称：豫光转债 河南豫光金铅股份有限公司 关于为关联方提供担保的公告 重要内容提示： 担保对象及基本情况 | | | 被担保人名称 | 河南豫光金铅集团有限责任公司 ☑控股股东、实际控制人及其控制 的主体 | | --- | --- | --- | --- | | | | 被担保人关联关系 | □上市公司董事、监管、高级管理 | | | | | 人员及其控制或者任职的主体 | | 担 | 保 对 | | □其他______________ | | 象 | | | | | | | 本次担保金额 | 5,000.00 万元 | | | | 实际为其提供的担保余额 | 97,591.00 万元 | | | | 是否在前期预计额度内 | 是 □否 □不适用：_________ | | | | 本次担保是否有反担保 | 是 □否 □不适用：_________ | 累计担保情况 | 对外担 ...

关于购买董监高责任险的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 2025 年 7 月 4 日，河南豫光金铅股份有限公司（以下简称"公司"）召开 第九届董事会第十七次会议，审议通过了《关于购买公司董监高责任险的议案》。 为进一步完善公司风险管理体系，促进公司董事、监事及高级管理人员充分行使 权利、履行职责，促进公司高质量发展，保障广大投资者的权益，根据《公司法》 《上市公司治理准则》等规定，公司拟为公司及公司董事、监事、高级管理人员 购买董监高责任险，具体内容如下： | 证券代码：600531 | 证券简称：豫光金铅 | 公告编号：临 | 2025-050 | | --- | --- | --- | --- | | 债券代码：110096 | 债券简称：豫光转债 | | | 河南豫光金铅股份有限公司 为提高决策效率，董事会将提请股东大会在权限内授权公司董事会及其授权 人士办理上述保险购买的相关事宜，包括但不限于确定相关责任主体；确定保险 公司；在限额内确定保险金额、保险费及其他保险条款；选择及聘任保险经纪公 司 ...

| 证券代码：600531 | 证券简称：豫光金铅 | 公告编号：临 2025-052 | | --- | --- | --- | | 债券代码：110096 | 债券简称：豫光转债 | | 河南豫光金铅股份有限公司 关于为全资子公司提供担保的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： ●被担保人名称：江西源丰有色金属有限公司（以下简称"江西源丰"） ●本次担保金额及已实际为其提供的担保余额：本次公司为江西源丰提 供的担保金额为人民币 10,000 万元，截至本公告披露日，已实际为江西源 丰提供的担保余额为 42,937.21 万元（不含本次担保金额） ●本次担保是否有反担保：无 ●对外担保逾期的累计数量：无 一、担保情况概述 （一）公司第九届董事会第十二次会议和 2025 年第一次临时股东大会审议 通过了《关于公司 2025 年度为全资子公司提供担保额度预计的议案》，同意公 司为全资子公司江西源丰提供额度不超过人民币 67,000 万元的担保，并授权公 司董事长或董事长书面授权的代表在担保 ...