Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Zhejiang Huayou Cobalt Co., Ltd, ensuring fairness and transparency in dealings with related parties to protect the interests of the company and its non-related shareholders [1][2]. Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3]. - The document specifies criteria for identifying related parties, including direct or indirect control and familial relationships with key stakeholders [2][3]. Group 2: Related Transactions - Related transactions are defined as activities that may lead to the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial support [3][4]. - The company must adhere to principles of fairness, ensuring that transaction prices align with market standards and are disclosed adequately [4][5]. Group 3: Decision-Making Procedures - The company must implement measures to prevent related parties from interfering in business operations, and any related transactions must be documented through written contracts [4][6]. - Board meetings concerning related transactions require the presence of a majority of non-related directors, and related directors must abstain from voting [6][7]. Group 4: Disclosure and Approval Requirements - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 3 million yuan for legal entities, must be approved by the board and disclosed [7][8]. - Major transactions that exceed 30 million yuan and represent over 5% of the company's net assets require shareholder approval [8][9]. Group 5: Other Provisions - The document emphasizes that transactions not approved according to the outlined procedures cannot be executed, and the company retains the right to terminate such transactions [9][10]. - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including equal participation from other shareholders [10][11].

Core Points - The article outlines the compensation management system for the board of directors and senior management of Zhejiang Huayou Cobalt Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance operational efficiency [1][2] - The compensation system is designed to align the interests of directors and senior management with the company's performance and shareholder benefits, ensuring competitive remuneration in line with market standards [1][3] Chapter 1: General Principles - The compensation management system is established to motivate directors and senior management, ensuring compliance with relevant laws and regulations [1] - The system applies to all current members of the board, including internal, external, and independent directors [1] - Senior management includes the general manager, financial officer, board secretary, vice general managers, and other senior personnel confirmed by the board [1] - The principles of the compensation system include competitiveness, responsibility and authority linkage, performance-based remuneration, and a combination of short-term and long-term incentives [1] Chapter 2: Compensation Management - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board is responsible for senior management [2] - The compensation and assessment committee of the board is tasked with developing assessment standards and reviewing compensation policies [2] - Compensation standards for directors and senior management are determined based on their responsibilities, risks, and pressures [3] Chapter 3: Compensation Standards and Distribution - Internal directors who are also senior management will receive compensation according to senior management standards, while external and independent directors will receive compensation as approved by the shareholders' meeting [2][3] - Senior management's annual salary consists of a basic salary and performance-based salary, with the latter linked to individual and company performance [3] - The system emphasizes transparency and fairness in compensation distribution [3] Chapter 4: Restraint Mechanism - The company reserves the right to reduce or withhold performance-based compensation or allowances under certain circumstances, such as public reprimands or significant violations [4][6] Chapter 5: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [6] - The system will take effect upon approval by the shareholders' meeting and can be modified similarly [6]

Core Viewpoint - The document outlines the regulations and guidelines for Zhejiang Huayou Cobalt Co., Ltd. regarding securities investment, futures, and derivatives trading, emphasizing risk control and compliance with legal frameworks [1][2]. Group 1: General Principles - The company must conduct securities investment, futures, and derivatives trading in a legal, prudent, safe, and effective manner, establishing robust internal control systems to manage investment risks [1]. - The company is prohibited from using raised funds for securities investment, futures, and derivatives trading, ensuring that the primary business development remains the focus [2]. - All trading activities must be conducted in the company's name, and the company must maintain a professional team with a thorough understanding of the associated risks and controls [2]. Group 2: Approval Authority - Securities investments exceeding 10% of the latest audited net assets and over 10 million RMB require board approval and timely information disclosure [3]. - For investments exceeding 50% of the latest audited net assets and over 50 million RMB, board approval is needed, followed by shareholder meeting approval [3]. - Futures and derivatives trading must include a feasibility analysis report submitted to the board, with independent directors providing special opinions [4]. Group 3: Professional Management - A leadership group is established under the general manager to oversee the implementation of trading strategies and monitor execution progress [5]. - The market and funding departments are designated as specialized management bodies for futures and foreign exchange hedging, responsible for feasibility analysis and transaction operations [5][7]. - The finance department is tasked with accounting for trading activities, ensuring proper accounting policies and record-keeping are in place [7]. Group 4: Risk Control - Strict separation of duties is mandated, ensuring that trading personnel do not overlap with finance, audit, or risk control staff [8]. - The audit department is responsible for periodic audits and supervision of trading activities, reporting any projects that do not meet expected benefits to the board [9]. - Appropriate stop-loss limits must be established for various futures and derivatives, with a clear process for handling losses [10]. Group 5: Information Disclosure - The company must disclose the purpose, types, tools, and expected margins of futures and derivatives trading, along with risk warnings [11]. - Any confirmed losses or floating losses reaching 10% of the latest audited net profit and exceeding 10 million RMB must be disclosed promptly [12]. - The effectiveness of hedging relationships must be reassessed and disclosed if losses occur, detailing the reasons for any discrepancies in expected outcomes [12].

Core Viewpoint - The document outlines the investor relations management framework of Zhejiang Huayou Cobalt Co., Ltd., emphasizing the importance of effective communication with investors to enhance understanding and support for the company [1][2]. Group 1: Management Objectives and Principles - The objectives of investor relations management include fostering a positive relationship with investors, establishing a stable investor base, improving corporate governance, and maximizing overall company benefits alongside shareholder wealth [1][2]. - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [2][3]. Group 2: Communication Content and Methods - Key communication topics for investor relations management encompass the company's development strategy, legal information disclosure, operational management information, environmental, social, and governance information, and shareholder rights [5][6]. - The company is required to maintain an investor relations management archive documenting activities, participants, and any handling of undisclosed significant information [4][6]. Group 3: Responsibilities and Activities - The board secretary is designated as the head of investor relations management, with responsibilities including planning investor relations activities, managing shareholder records, and coordinating with foreign strategic investors [7][8]. - The company must actively hold investor briefings to address significant events, such as cash dividend levels not meeting regulations or abnormal stock trading fluctuations [6][8]. Group 4: Investor Protection and Dispute Resolution - The document outlines mechanisms for investor protection, including the ability for shareholders to delegate their voting rights and seek compensation for losses due to fraudulent activities [16][22]. - In case of disputes, investors can apply for mediation through investor protection institutions, which can also support legal actions against the company for actions harming investor interests [22][23].

浙江华友钴业股份有限公司 第一章 总 则 第一条 为规范浙江华友钴业股份有限公司（以下简称"公司"）内幕信息 管理，加强内幕信息保密工作，维护信息披露的公正、公平、公开原则，保护 广大投资者的合法权益，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》（以下简称《证券法》）、《上市公司信息披露管理办 法》《上海证券交易所股票上市规则》《上市公司监管指引第 5 号——上市公司 程》的有关规定，结合公司实际情况，制定本制度。 第二条 公司董事会是内幕信息的管理机构，应当保证内幕信息知情人档案 真实、准确和完整，董事长为主要责任人。董事会秘书负责内幕信息的日常管 理工作及办理公司内幕信息知情人的登记入档事宜。董事会办公室为公司内幕 信息的监督、管理、登记、披露及备案的日常工作部门。董事长与董事会秘书 应当对内幕信息知情人档案的真实、准确和完整签署书面确认意见。 公司审计委员会对本制度实施情况进行监督。 第三条 公司董事、高级管理人员及公司各部门和子公司都应配合做好内幕 信息知情人登记工作。 第四条 内幕信息知情人在内幕信息公开前负有保密义务。内幕信息知情人 应做好内幕信息的保密工作，不 ...

Core Viewpoint - The document outlines the authorization system of Zhejiang Huayou Cobalt Co., Ltd., aiming to enhance decision-making efficiency, ensure compliance with laws, and protect the rights of shareholders and the company [1][7]. Authorization Principles - The basic principles of authorization include prudent authorization, matching responsibility with authority, timely adjustments based on internal and external factors, effective monitoring during execution, and ensuring quality and efficiency in decision-making [2][5]. Authorization Scope - The board of directors can delegate certain powers to the chairman, general manager, or other authorized individuals, while certain statutory powers and matters requiring shareholder approval cannot be delegated [3][4]. Authorization Procedures - The board must clearly define the standards, specific matters, and duration of authorization, and in special circumstances, temporary authorizations must be documented with specific requirements [4][6]. Authorization Management - In emergencies, the chairman has the authority to take immediate actions to protect the company's interests, and must report these actions to the board and shareholders afterward [5][6]. The execution of authorized matters must be reported back to the board, and adjustments to authorization may be made based on various conditions [6]. Authorization Responsibilities - Authorized individuals must act within their designated authority, maintain diligence, and avoid overstepping their bounds. They are accountable for any decisions that violate laws or company regulations, leading to significant losses [6]. Supplementary Provisions - Any matters not covered by this system will follow national laws and regulations, and the board of directors holds the authority to interpret and amend this system [7].

Core Viewpoint - The document outlines the operational guidelines and responsibilities of the General Manager of Zhejiang Huayou Cobalt Co., Ltd, emphasizing the need for a structured and regulated management system to enhance decision-making and operational efficiency [1][2]. Summary by Sections General Provisions - The guidelines are established to align with modern corporate governance requirements and ensure the rationality and correctness of major business decisions [1]. Qualifications and Dismissal of the General Manager - The General Manager must possess extensive economic and management knowledge, strong management capabilities, and relevant work experience [2]. - Specific disqualifications for the General Manager include criminal convictions related to corruption or financial misconduct, bankruptcy responsibilities, and being listed as a dishonest debtor [2][3]. Powers and Duties of the General Manager - The General Manager is responsible for daily operations, implementing board resolutions, and reporting to the board [4]. - The General Manager has the authority to approve daily transactions below certain thresholds, including contracts under 500 million yuan or those not exceeding 10% of total assets [4][5]. General Manager's Office Meetings - Regular meetings of the General Manager's office are held weekly to discuss significant operational decisions, ensuring scientific and rational decision-making [6][7]. Reporting System - The General Manager is required to report on various operational aspects, including annual plans, major contracts, financial status, and investment projects, as per the board's requirements [8]. Miscellaneous Provisions - The guidelines will be effective upon approval by the board and are subject to amendments in accordance with relevant laws and regulations [9].

浙江华友钴业股份有限公司 第一章 总 则 第一条 为加强浙江华友钴业股份有限公司（以下简称"公司"）对外担保行 为的内部控制，规范对外担保行为，降低经营风险，保护公司、股东和其他利益 相关者的合法权益，根据《中华人民共和国民法典》 《中华人民共和国公司法》 《中 华人民共和国证券法》 《上市公司监管指引第 8 号——上市公司资金往来、对外担 保的监管要求》等法律、行政法规和规范性文件及《浙江华友钴业股份有限公司 章程》（以下简称"公司章程"）的相关规定，制定本制度。 第二条 本制度所称对外担保是指公司以第三人身份为他人提供的保证、抵押 或质押。具体种类包括但不限于借款、银行开立信用证、银行承兑汇票及商业承 兑汇票、保函等担保。 第三条 本公司及控股子公司对外担保适用本制度，公司为所属子公司担保视 同对外担保。 第四条 公司对外担保实行统一管理，未经公司董事会或股东会批准，公司及 公司分支机构不得对外提供担保；未经公司批准，所属子公司不得对外提供担保， 不得相互提供担保。 第二章 担保应履行的程序 第一节 担保的条件 景； （三）已提供过担保的，应没有发生债权人要求公司承担连带担保责任的情 形； （四）拥有可抵 ...

第一条 为进一步完善浙江华友钴业股份有限公司（以下简称"公司"）的法 人治理结构，改善董事会结构，强化对非独立董事及经理层的约束和监督机制， 保护中小股东及利益相关者的利益，促进公司的规范运作，根据中国证券监督管 理委员会颁布的《上市公司独立董事管理办法》《上市公司治理准则》及《浙江 华友钴业股份有限公司章程》 （以下简称《公司章程》）等有关规定，特制定本细 则。 浙江华友钴业股份有限公司 第一章 总 则 第二章 独立董事的任职条件和独立性 第二条 独立董事是指不在公司担任除独立董事外的任何其他职务，并与其 所受聘的公司及其主要股东、实际控制人不存在直接或者间接利害关系，或者其 他可能妨碍其进行独立客观判断关系的董事。 第三条 独立董事应当具备与其行使职权相适应的任职条件，担任独立董事 应当符合下列基本条件： （一）根据法律、行政法规及其他有关规定，具备担任公司董事的资格； （二）具有本细则第四条所要求的独立性； （三）具备公司运作的基本知识，熟悉相关法律、行政法规、规章及规则； （四）具有 5 年以上法律、经济、管理、会计、财务或者其他履行独立董事 职责所必需的工作经验； （五）具有良好的个人品德，不存在重 ...

Core Points - The company has established a system for the management and use of raised funds to comply with relevant laws and regulations [1][2][3] - The raised funds must be stored in a designated account and cannot be used for other purposes [2][3] - The company must disclose the usage of raised funds in a timely manner and ensure that funds are not misappropriated by controlling shareholders or actual controllers [2][5] Fund Storage - Raised funds should be kept in a special account approved by the board of directors [2][3] - If the company has multiple financings, separate accounts must be established for each [3] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][4] Fund Usage - The company must follow specific requirements for the use of raised funds, including clear application procedures and risk control measures [5][6] - Funds should primarily be used for main business operations and not for financial investments or providing benefits to related parties [5][6] - Any changes to the investment plan must be disclosed and approved by the board of directors [5][10] Fund Management and Supervision - The company must accurately disclose the actual usage of raised funds and conduct semi-annual reviews of the investment projects [12][13] - Independent directors should monitor the management and usage of raised funds, and external auditors may be engaged for verification [12][13] - The company must maintain detailed records of fund expenditures and project investments [13][14]