Core Viewpoint - The company has established a comprehensive management system for futures and derivatives trading to mitigate investment risks, enhance risk control, and safeguard the interests of the company and its shareholders [1]. Group 1: General Principles - The trading of futures and derivatives must adhere to principles of legality, prudence, safety, and effectiveness, with a robust internal control system to manage investment risks [3]. - The company is prohibited from using raised funds for futures and derivatives trading and should not engage in speculative trading [3]. - The types of futures and derivatives for hedging should be limited to those related to the company's production and operations, ensuring alignment with the risks being managed [3]. Group 2: Hedging Activities - Hedging activities include selling existing inventory, hedging fixed-price contracts, hedging floating-price contracts, and hedging anticipated purchases or production based on operational plans [2]. - The company must ensure that the hedging instruments have an economic relationship with the risks being managed, allowing for opposite value changes due to the same risk factors [3]. Group 3: Decision-Making and Approval Procedures - A feasibility analysis report must be prepared and submitted to the board of directors for approval before engaging in futures and derivatives trading [4]. - Certain trading scenarios require shareholder approval if they exceed specified thresholds related to net profit and net assets [4]. Group 4: Risk Management and Control - The board of directors and shareholders are the primary decision-making bodies for futures and derivatives trading, with management responsible for implementation within authorized limits [5]. - The company must establish emergency response plans for significant unexpected events during trading and set appropriate stop-loss limits [5]. Group 5: Information Management and Disclosure - The company must comply with relevant regulations regarding information disclosure and reporting for futures and derivatives trading [6]. - Insider information must be kept confidential, and any breaches may result in disciplinary actions [6]. Group 6: Performance Evaluation and Reporting - The company must track the effectiveness of hedging activities and disclose any significant losses that meet specified thresholds [9]. - If hedging activities do not meet accounting standards, the company must still demonstrate how risk management objectives were achieved [9].

Core Points - The document outlines the rules and regulations for the Compensation and Assessment Committee of Liaoning Chengda Co., Ltd, aiming to enhance the governance structure and management of compensation for directors and senior management [1][2] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body under the board of directors, responsible for conducting assessments and managing compensation [1] - Compensation includes salaries, bonuses, and other benefits provided by the company [1] Group 2: Composition of the Committee - The committee consists of three to five directors, with independent directors holding a majority [2] - The committee is chaired by an independent director, elected from among its members [2] Group 3: Responsibilities and Authority - The committee is responsible for establishing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations to the board [3] - The board has the authority to reject any compensation plans proposed by the committee that may harm shareholder interests [3] Group 4: Decision-Making Procedures - The Human Resources Department prepares necessary materials for the committee's decision-making, including financial indicators and performance evaluations [4][5] - The committee evaluates the performance of directors and senior management based on established standards and submits compensation proposals to the board [5] Group 5: Meeting Rules - Committee meetings can be convened as needed, with a quorum requiring the presence of more than half of the members [6] - Meetings can be held in person or via communication methods, and decisions require a majority vote [6][7] Group 6: Supplementary Provisions - The rules take effect upon approval by the board and are subject to relevant laws and regulations [7] - The board holds the authority to interpret these rules [7]

Core Points - The document outlines the working rules for the independent director special meeting of Liaoning Chengda Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2] - The independent director special meeting is defined as a meeting attended by all independent directors to discuss matters from the perspective of the company and minority shareholders [1][2] - Independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [1][2] Responsibilities of Independent Directors - Certain matters must be discussed in the independent director special meeting and approved by a majority of independent directors before being submitted to the board for review, including related party transactions and changes to commitments [2] - Independent directors can exercise special powers only after being reviewed and approved by the independent director special meeting [2] Meeting Rules - The independent director special meeting is convened by a director elected by a majority of independent directors, and if the convener cannot perform their duties, other directors can convene the meeting [3] - Meeting notifications and materials must be sent to all independent directors three days prior to the meeting, although this timeframe can be waived with unanimous consent [3] - The meeting can be held in person or through communication methods, and a quorum requires the presence of a majority of independent directors [3] Voting and Opinions - Voting in the independent director special meeting is conducted on a one-vote-per-person basis, and independent directors must express their independent opinions during the meeting [4] - Meeting records must be created, documenting the independent opinions of directors, which should be signed and retained for at least ten years [4] Additional Provisions - The company must ensure the independent director special meeting is held and provide necessary support, including covering costs for hiring professional institutions when required [4] - Confidentiality obligations are imposed on attending independent directors regarding the matters discussed in the meeting [4] - The rules will take effect upon approval by the company's board of directors and will be interpreted and revised by the board [4]

证券代码：600739 证券简称：辽宁成大 公告编号：2025－067 辽宁成大股份有限公司 第十一届董事会第六次会议决议公告 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法律责任。 辽宁成大股份有限公司（以下简称"公司"）董事会于 2025 年 8 月 19 日以 书面和电子邮件方式发出召开第十一届董事会第六次会议的通知，会议于 2025 年 8 月 29 日在公司会议室以通讯方式召开并做出决议。公司董事 9 名，出席会 议董事 9 名。会议由董事长徐飚先生主持。会议的召开符合《中华人民共和国公 司法》和《公司章程》的有关规定。会议审议并通过了以下事项： 一、公司 2025 年半年度报告全文和摘要（详见上海证券交易所网站） 本议案已经公司董事会审计委员会审议通过。 表决结果：同意票 9 票、反对票 0 票、弃权票 0 票。 二、关于修订《辽宁成大股份有限公司董事会秘书工作制度》的议案（详见 上海证券交易所网站） 表决结果：同意票 9 票、反对票 0 票、弃权票 0 票。 表决结果：同意票 9 票、反对票 0 票、弃权票 0 票。 六 ...

辽宁成大股份有限公司 董事会战略委员会工作细则 第一章 总 则 第一条 为适应辽宁成大股份有限公司（以下简称"公司"）战略发展需要， 增强公司核心竞争力，确定公司发展规划，健全投资决策程序，加强决策科学性， 提高重大投资决策的效益和决策的质量，完善公司治理结构，根据《中华人民共 和国公司法》 《中华人民共和国证券法》 《上海证券交易所上市公司自律监管指引 第 1 号——规范运作》等法律、行政法规、部门规章、规范性文件及《辽宁成大 股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，公司特设立董事会 战略委员会，并制定本细则。 第二条 董事会战略委员会是董事会下设的专门工作机构，主要负责对公司 长期发展战略和重大投资决策进行研究并提出建议。战略委员会在董事会领导下 开展工作，对董事会负责。 第二章 人员组成 第三条 战略委员会成员由五至七名董事组成，其中应至少包括一名独立董 事。 第四条 战略委员会委员由董事长、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。 （三）对《公司章程》规定须经董事会批准的重大资本运作、资产经营项目 进行研究并提出建议； 第五条 战略委员会设主任委员一名 ...

辽宁成大股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善辽宁成大股份有限公司（以下简称"公司"）治理结 构，促进公司规范运作，保障公司独立董事依法独立行使职权，根据《中华人民 共和国公司法》 （以下简称"《公司法》"） 《上市公司治理准则》 《上市公司独立董 事管理办法》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等 有关法律法规、规范性文件及《辽宁成大股份有限公司章程》 （以下简称"《公司 章程》"）的有关规定，制定本制度。 第二条 本制度所称独立董事是指不在公司担任除董事以外的其他职务，并 与公司及公司主要股东、实际控制人不存在直接或间接利害关系，或者其他可能 影响其进行独立客观判断关系的董事。 第三条 独立董事对公司及公司全体股东负有忠实与勤勉的义务，按照相关 法律法规和《公司章程》的要求，认真履行职责，在董事会中发挥参与决策、监 督制衡、专业咨询作用，维护公司整体利益，保护中小股东的合法权益。独立董 事应当独立履行职责，不受公司主要股东、实际控制人或者其他与公司存在利害 关系的单位和个人的影响。 第四条 独立董事最多在 3 家境内上市公司担任独立董事，并确保有足够的 ...

Core Viewpoint - The document outlines the operational guidelines for the Audit Committee of Liaoning Chengda Co., Ltd., aiming to enhance corporate governance and ensure effective oversight of financial reporting and auditing processes [1][2]. Group 1: General Provisions - The Audit Committee is established to review financial information, supervise internal and external audits, and ensure compliance with relevant laws and regulations [1]. - Members of the Audit Committee must possess adequate time, expertise, and professional integrity to fulfill their responsibilities effectively [1][2]. Group 2: Composition of the Committee - The Audit Committee consists of three directors who are not senior management, with a majority being independent directors [2]. - The committee is chaired by a member with accounting expertise, elected by the board [2]. Group 3: Responsibilities and Authority - The main responsibilities include reviewing financial disclosures, supervising external audits, and evaluating internal controls [3][4]. - The committee must approve significant financial reports and changes in accounting policies before submission to the board [3][4]. Group 4: Internal and External Audit Oversight - The committee is responsible for selecting external auditors and evaluating their performance annually [4][5]. - It must also oversee the internal audit process, ensuring that internal controls are effective and any deficiencies are addressed [5][6]. Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for additional meetings as necessary [9][10]. - A quorum of two-thirds of the members is needed for meetings, and decisions must be made by a majority vote [9][10]. Group 6: Reporting and Documentation - The committee must maintain detailed records of meetings and decisions, which should be preserved for at least ten years [11]. - Annual reports on the committee's activities must be disclosed to the Shanghai Stock Exchange alongside the company's annual report [11][12].

Overview - The company is increasing its investment in its subsidiary, Xinjiang Baoming Mining Co., Ltd., through a debt-to-equity conversion, without injecting new cash [1][4][9] Investment Details - The investment is based on the assessed value of oil shale resources in the Wujiawan and Mutasi mining areas, which have obtained mining licenses [1][3] - The assessed value of the oil shale resources in these areas is approximately RMB 202,920 million [3][8] - The company holds a debt of RMB 3,040,946,715 against Xinjiang Baoming, which will be converted into equity [4][9] Financial Impact - Prior to the investment, the company's debt to Xinjiang Baoming was RMB 76.34 billion, which will reduce to RMB 45.93 billion post-investment [1][9] - The company's equity stake in Xinjiang Baoming will increase from 60.5% to 62% after the investment [1][5][9] - The investment is expected to optimize Xinjiang Baoming's capital structure and reduce its debt costs [9] Approval Process - The investment has been approved by the company's board of directors and does not require shareholder approval as it does not constitute a major asset restructuring [6][9] Subsidiary Performance - As of June 30, 2025, Xinjiang Baoming reported total assets of RMB 255,538.15 million and a net asset deficit of RMB 540,217.74 million [6] - For the first half of 2025, Xinjiang Baoming generated revenue of RMB 133.06 million but incurred a net loss of RMB 32,517.24 million [6] Future Considerations - The company is working to attract strategic investors to further support Xinjiang Baoming's financial situation and project development [9][12] - The development of the Wujiawan and Mutasi mining areas is expected to take a long time and requires significant investment [9][12]

Core Points - The document outlines the operational guidelines for the Nomination Committee of Liaoning Chengda Co., Ltd, aiming to enhance corporate governance and regulate the committee's functions [1][2] Group 1: General Provisions - The Nomination Committee is a specialized body under the Board of Directors, responsible for its operations and reporting directly to the Board [1] - The committee is established to improve the governance level of the company in accordance with relevant laws and regulations [1] Group 2: Composition of the Committee - The committee consists of three to five 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 is chaired by an independent director, elected from among its members [2] Group 3: Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [2] - It proposes nominations for directors and senior management to the Board, which must document any non-acceptance of the committee's recommendations [2][3] Group 4: Decision-Making Procedures - The committee must research the company's needs for new directors and senior management, and submit written materials to the Board [2] - It can search for candidates internally and externally, collecting detailed information on their qualifications [2] Group 5: Meeting Rules - Meetings can be convened as needed, with notifications sent three days in advance, or immediately in urgent situations [3][4] - A quorum requires the presence of more than half of the committee members, and decisions must be approved by a majority [4] - Meetings are primarily held in person, but can also utilize various communication methods if necessary [4] Group 6: Miscellaneous Provisions - The guidelines take effect upon approval by the Board and will be interpreted by the Board [6]

General Principles - The management system for the shares held by directors and senior management of Liaoning Chengda Co., Ltd. is established to regulate the management of shareholdings and changes in accordance with relevant laws and regulations [2][3] - This system applies to the shares held by the company's directors and senior management, including shares registered in their names and those held through others' accounts [2][3] Share Trading Restrictions - Directors and senior management are prohibited from engaging in margin trading or derivative trading involving the company's shares [2][3] - They must comply with laws regarding insider trading and market manipulation, and are responsible for managing their stock accounts [3] Reporting Requirements - Directors and senior management must report their personal and family shareholding information to the Shanghai Stock Exchange within specified timeframes, including changes in their personal information [4][5] - Any changes in shareholdings, except for stock dividends and capital increases, must be reported within two trading days [4][5] Share Trading Procedures - Prior to trading, directors and senior management must notify the board secretary of their trading plans, who will verify the company's disclosure and significant events [5][6] - They are prohibited from trading shares during specific blackout periods, such as 15 days before annual or semi-annual reports [6][7] Transfer Restrictions - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing or within six months after leaving their positions [7][8] - They are also restricted from reducing their holdings under certain conditions, such as ongoing investigations or administrative penalties [8] Disclosure Obligations - Any share reduction plans must be reported to the Shanghai Stock Exchange 15 trading days in advance, detailing the number of shares, reasons, and compliance with regulations [10][11] - If significant corporate events occur during the reduction period, updates must be disclosed [11] Responsibilities and Compliance - The board secretary is responsible for managing the data and information of directors and senior management regarding their shareholdings [12] - Directors and senior management must ensure the accuracy and timeliness of their reported data, facing potential penalties for violations [12][13] Miscellaneous Provisions - The system will be executed in accordance with national laws and regulations, and any conflicts with future regulations will be resolved based on the latest legal standards [13][14] - The board of directors is responsible for interpreting and amending this system, which takes effect upon approval [14]