Group 1 - The sixth session of the Supervisory Board of Dazhong Mining Co., Ltd. held its tenth meeting on June 26, 2025, with all three supervisors present [1] - The meeting was chaired by Ms. Ren Jie and complied with relevant laws and regulations [1] - The board approved a proposal with a voting result of 2 votes in favor, 0 against, and 0 abstentions, with related supervisor Mr. Lin Guolong abstaining from the vote [2] Group 2 - The approved proposal will be submitted for review at the third extraordinary general meeting of shareholders in 2025 [2] - Further details can be found in the announcement regarding the acceptance of financial assistance from the controlling shareholder and related transactions [2]

Group 1 - The core point of the announcement is that the controlling shareholder, Zhongxing Group, plans to provide financial assistance of up to RMB 1.5 billion to the company, with a maximum annual interest rate of 3.75% [1][6][7] - The financial assistance will be available for one year from the date of approval at the company's third extraordinary general meeting in 2025, and the company can use the funds in a rolling manner [1][6] - The transaction is classified as a related party transaction under the Shenzhen Stock Exchange rules, and the company does not need to provide any guarantees or collateral for this financial assistance [1][2][6] Group 2 - The independent directors of the company approved the financial assistance proposal, with a majority vote during a special meeting held on June 25, 2025 [2][7] - The financial assistance is intended to support the company's long-term development and improve financing efficiency, without harming the interests of minority shareholders [6][7] - Zhongxing Group, established in March 2002, has a registered capital of RMB 77.2648 million and primarily engages in wholesale and retail of steel, metallurgical materials, and investment in mining [3][4]

Core Viewpoint - The company has decided to terminate the investment agreement for the Yangzhong Mineral Processing and Commodity Trade Base Project and to dissolve its wholly-owned subsidiary, Dazhong Mining (Yangzhong) Co., Ltd, due to changes in market conditions and strategic focus [2][6]. Summary by Sections Investment Agreement Termination - The board of directors approved the termination of the investment agreement for the Yangzhong project, which included plans for a terminal with a throughput of approximately 15 million tons per year and various processing and trading facilities with a total investment of no less than 1.52 billion RMB [2][5]. - The agreement was originally signed on March 27, 2023, and aimed to establish a comprehensive project in Yangzhong City [2][3]. Wholly-Owned Subsidiary Dissolution - Dazhong Mining (Yangzhong) Co., Ltd was established specifically for the project, with a registered capital of 1 billion RMB and a focus on mineral processing and sales [3][4]. - The company has decided to dissolve this subsidiary as the project no longer has a basis for continuation following the termination of the investment agreement [6]. Financial Impact - The investment plan outlined in the original agreement has not been implemented, and the decision to terminate the agreement and dissolve the subsidiary is based on objective changes in the market and a strategic reassessment by the company [6]. - The dissolution will not adversely affect the company's existing operations, financial status, or future strategic planning [6]. Agreement Details - The termination agreement was reached amicably among the parties involved, and all parties have agreed to waive any claims for compensation or damages related to the termination [5][6].

Summary of Key Points Core Viewpoint The company has revised its Articles of Association to align with current laws and regulations, ensuring the protection of the rights of shareholders and creditors while standardizing corporate governance practices. Group 1: Revision of Articles of Association - The company held a board meeting on June 26, 2025, to approve the amendments to the Articles of Association [1] - The amendments include changing "shareholders' meeting" to "shareholders' assembly" and updating various clauses to comply with the latest legal requirements [1][2] - Specific changes include the definition of the legal representative and the responsibilities associated with their role [3][4] Group 2: Shareholder Rights and Responsibilities - The revised Articles clarify that shareholders have the right to sue the company and its directors for breaches of duty [5][6] - Shareholders are entitled to dividends and other benefits proportional to their shareholdings [9] - The amendments emphasize the obligation of shareholders to comply with laws and not to abuse their rights to the detriment of the company or other shareholders [12][13] Group 3: Corporate Governance and Decision-Making - The board of directors is responsible for convening shareholder meetings and must do so within specified timeframes [23][24] - The Articles outline the conditions under which the company can provide financial assistance or guarantees, requiring shareholder approval for significant transactions [21][22] - The company must disclose information regarding major transactions and ensure compliance with regulatory requirements [20][21]

Core Points - The document outlines the management of resignations for directors and senior management at Dazhong Mining Co., Ltd, establishing rules based on relevant laws and regulations [1][2][3] Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [1][2] - The company must complete the election of new directors within sixty days of a resignation to ensure compliance with legal and regulatory requirements [2] - If a statutory representative resigns, the company must appoint a new representative within thirty days [2] Group 2: Conditions for Resignation - Certain conditions disqualify individuals from serving as directors, including criminal convictions related to financial misconduct and being listed as untrustworthy by the court [2][3] - Directors automatically resign if they are not re-elected by the shareholders' meeting on the expiration of their term [3] Group 3: Transition and Responsibilities - Departing directors and senior management must hand over all relevant documents and assets within five working days after their resignation [4] - The company retains the right to require departing personnel to fulfill any outstanding commitments or obligations [4][5] Group 4: Post-Resignation Obligations - Directors and senior management are prohibited from transferring their shares for six months after leaving the company [5] - Confidentiality obligations regarding company secrets remain in effect even after resignation [5] Group 5: Accountability Mechanisms - The board of directors is responsible for reviewing any breaches of obligations by departing personnel and may seek compensation for losses incurred [6][7] - Departing personnel can appeal any accountability decisions made by the board within fifteen days [6]

General Principles - The company establishes a management system for the shares held by its directors and senior management to clarify procedures and strengthen oversight [1][2] - This system is based on relevant laws, regulations, and the company's articles of association [1] Shareholding and Trading Restrictions - Directors and senior management are prohibited from short selling the company's shares and engaging in derivative trading based on the company's shares [1][2] - They must notify the board secretary in writing before buying or selling shares, and the board secretary will verify compliance with disclosure and legal requirements [2][3] - There are specific timeframes for reporting personal information and shareholding changes to the Shenzhen Stock Exchange [5][6] Disclosure and Reporting Obligations - The company and its directors must ensure that the information submitted to the Shenzhen Stock Exchange is truthful, accurate, timely, and complete [3][6] - Any changes in shareholding must be disclosed within two trading days, including the number of shares held before and after the change [8][9] Transfer Restrictions - Directors and senior management cannot transfer shares under certain conditions, such as within one year of the company's stock listing or within six months of leaving their position [7][8] - The maximum amount of shares that can be transferred in a year is limited to 25% of their total holdings [8][9] Lock-up and Release of Shares - Shares held by directors and senior management are subject to lock-up periods, with specific conditions for release after the company has been listed for one year [10][11] - The annual transferable share limit is calculated based on the shares held at the end of the previous year [10][11] Insider Trading and Prohibited Periods - Directors and senior management are prohibited from trading the company's shares during specific periods, such as before the announcement of financial reports [12][13] - They must not trade based on undisclosed material information and are responsible for preventing insider trading by related parties [12][13] Compliance and Penalties - Violations of these regulations may result in penalties from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, as well as potential criminal liability [29][30] - The company is responsible for ensuring compliance with these rules and may impose internal penalties for violations [29][30]

Group 1 - The purpose of the rules is to standardize the decision-making process of the board of directors of Dazhong Mining Co., Ltd. and enhance its operational efficiency [1] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [3] - The chairman and vice-chairman of the board are elected by a majority of the directors [3] Group 2 - The board has the authority to convene shareholder meetings and report on its work [2] - It is responsible for executing shareholder resolutions and determining the company's operational plans and investment proposals [2] - The board must explain any non-standard audit opinions issued by the registered accountant to the shareholders [3] Group 3 - The board must establish strict review and decision-making procedures for external investments, asset acquisitions, and other significant transactions [3] - Major transactions must be approved by the board and disclosed in a timely manner [4] - Specific thresholds for board approval of transactions are set, including asset total exceeding 10% of the latest audited total assets [4][5] Group 4 - The board must hold at least two regular meetings annually, with the chairman responsible for convening them [6] - Special meetings can be called under certain conditions, such as proposals from shareholders holding more than 10% of voting rights [7] - Meeting notifications must be sent out at least 10 days in advance for regular meetings [8] Group 5 - A quorum for board meetings requires the presence of more than half of the directors [18] - Decisions must be made by a majority vote of the directors present [18] - Directors can delegate their voting rights to other directors, but independent directors cannot delegate to non-independent directors [19] Group 6 - Meeting records must include details such as the date, attendees, agenda, and voting results [33] - The board's resolutions must be announced in accordance with legal requirements [37] - The board chair and vice-chair are responsible for ensuring the implementation of board resolutions [38]

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Dazhong Mining Co., Ltd, emphasizing the principles of integrity, equality, and fairness in such transactions to protect the interests of the company and its shareholders [1]. Group 1: Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, potentially leading to biased interests [2]. - Related transactions encompass various activities such as asset purchases, sales, financial assistance, and management services, among others [3][4]. Group 2: Approval Authority and Decision-Making Procedures - Transactions exceeding 30 million yuan or involving guarantees must be approved by the shareholders' meeting [10]. - Transactions involving related natural persons over 300,000 yuan and related legal entities over 300 yuan, which also exceed 0.5% of the company's latest audited net assets, require board approval [14][27]. Group 3: Disclosure Requirements - Transactions exceeding 3 million yuan and 0.5% of the latest audited net assets must be disclosed after appropriate decision-making procedures [28]. - Transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted for shareholders' meeting approval and disclosed accordingly [11]. Group 4: Execution of Related Transactions - Related transactions become effective upon signing and sealing the agreement after approval from the board or shareholders [23]. - Modifications or terminations of related transaction agreements require confirmation from the board or shareholders [24]. Group 5: Miscellaneous Provisions - The document specifies that the term "above" includes the number itself, while "exceed" does not [30]. - The board of directors is responsible for interpreting the regulations outlined in the document [31].

Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution mechanism to enhance transparency and protect the rights of minority investors while ensuring long-term development [1]. Profit Distribution Principles - The company emphasizes reasonable returns to investors while considering long-term sustainable development and maintaining continuity and stability in its profit distribution policy [1]. - The company must allocate 10% of its after-tax profits to the statutory reserve fund, which can be suspended if the cumulative amount exceeds 50% of the registered capital [2][3]. Profit Distribution Order - After allocating the statutory reserve fund, the remaining after-tax profits will be distributed according to the shareholding ratio unless otherwise specified in the company’s articles of association [2][3]. Profit Distribution Forms and Conditions - The company can distribute profits in cash, stock, or a combination of both, with cash dividends prioritized over stock dividends [3][4]. - The company aims to distribute at least 20% of the distributable profits as cash dividends annually, provided that the after-tax profit is positive and there are no significant capital expenditures planned [3][4]. Cash Dividend Policy - The board of directors will consider industry characteristics, development stages, operational models, profitability, and major capital expenditures when formulating a reasonable profit distribution plan [4][5]. - In cases of special circumstances where cash dividends are not distributed, the board must provide a detailed explanation to the shareholders [5]. Decision-Making and Execution - The profit distribution proposal is developed by the board of directors and must be approved by the shareholders' meeting [6][7]. - The company must communicate with shareholders, especially minority shareholders, to gather opinions before the shareholders' meeting reviews the profit distribution plan [6]. Reporting and Compliance - The company is required to disclose the execution status of the profit distribution in its annual report [7][8]. - Any adjustments to the profit distribution policy must comply with relevant regulations and require a special resolution from the shareholders' meeting [7][8].

Core Points - The article outlines the implementation rules for the cumulative voting system in the election of directors at Dazhong Mining Co., Ltd, aimed at improving corporate governance and protecting minority shareholders' interests [2][4][9] Group 1: General Provisions - The implementation rules are established to enhance the corporate governance structure of Dazhong Mining Co., Ltd and to protect the interests of minority shareholders [2] - The cumulative voting system allows shareholders to allocate their voting rights among multiple director candidates, with the total voting rights equal to the number of shares held multiplied by the number of directors to be elected [2][3] Group 2: Nomination of Director Candidates - Shareholders holding more than 1% of voting shares have the right to propose director candidates, and investor protection organizations can request to act on behalf of shareholders to nominate independent directors [4] - Detailed information about director candidates must be disclosed in the shareholder meeting notice, including educational background, work experience, and any relationships with the company [4][5] Group 3: Voting and Election of Directors - The voting for independent and non-independent directors must be conducted separately to ensure compliance with the company's articles of association regarding the proportion of independent directors [6][8] - The election process includes specific steps for shareholders to cast their votes, ensuring that the total votes do not exceed the number of shares held [7][8] Group 4: Election Rules - Directors are elected based on a majority vote, with the requirement that the votes must exceed half of the shares held by attending shareholders [8] - If the number of elected directors does not meet the legal minimum or the company's requirements, a second round of voting will be conducted [8][9] Group 5: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [9] - The board of directors is responsible for interpreting these rules, which take effect upon approval by the board [9]