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]

Core Viewpoint - The establishment of the Strategic and Sustainable Development (ESG) Committee aims to enhance the company's governance structure, improve decision-making, and strengthen its ESG performance for sustainable growth [1][2]. Group 1: Committee Structure - The ESG Committee consists of three directors, including the chairman and at least one independent director [2]. - The chairman of the company serves as the head of the ESG Committee, responsible for convening and presiding over its meetings [2]. - The term of the ESG Committee aligns with that of the board of directors, allowing for re-election unless disqualified by law or company regulations [2][3]. Group 2: Responsibilities - The ESG Committee is tasked with researching and proposing recommendations on the company's long-term development strategy and major investment decisions [3]. - It oversees ESG matters, including goal setting, policy formulation, risk assessment, and performance evaluation, reporting findings to the board [3][4]. - The committee is responsible for reviewing the company's ESG reports and ensuring the accuracy and completeness of ESG-related disclosures [3][4]. Group 3: Meeting Procedures - Meetings of the ESG Committee are convened as needed, with notifications sent at least three days in advance, except in urgent situations [8][9]. - A quorum requires the presence of more than half of the committee members, and decisions are made by majority vote [8][9]. - Meeting records must be kept for ten years, and all members have confidentiality obligations regarding the discussed matters [10][11].

General Principles - The company establishes an information disclosure management system to enhance the quality and level of information disclosure, ensuring the protection of the rights and interests of the company and its investors [1] - Information disclosure obligations must be fulfilled timely and accurately, ensuring that disclosed information is truthful, complete, and clear, without misleading statements or omissions [1][2] Disclosure Obligations - Information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties involved in significant transactions [3] - Directors and senior management must diligently ensure the accuracy and completeness of disclosed information [3][4] Types of Reports - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [5][6] - Annual reports must be audited by a qualified accounting firm and disclosed within four months after the fiscal year-end [5] Temporary Reports - The company must immediately disclose temporary reports for significant events that may impact the trading price of its securities [9][10] - Significant events include major financial losses, legal issues, or changes in management that could affect investor decisions [9][10] Confidentiality and Exemptions - The company may defer or exempt disclosure of information that involves state secrets or could harm its competitive position [2][4] - Confidentiality obligations must be maintained by all parties with access to undisclosed information [20][21] Internal Control and Supervision - The company must establish effective internal controls for financial management and accounting to ensure the accuracy of financial information [59][60] - An internal audit system should be in place to monitor compliance with financial management and disclosure regulations [60][61] Compliance and Penalties - Violations of disclosure regulations may result in administrative, civil, or criminal liabilities for responsible individuals [22][23] - The company retains the right to pursue accountability for damages caused by unauthorized disclosures by intermediaries or related parties [22][23]

Core Points - The company has established a system to regulate its external financial assistance activities to prevent financial risks and ensure stable operations [1][2] - The system outlines the principles of equality and voluntariness in providing financial assistance to protect shareholders' rights [2] - Financial assistance must be approved by the board of directors or shareholders' meeting, with specific conditions requiring further scrutiny [3][4] Summary by Sections General Provisions - The system aims to standardize the company's external financial assistance practices and is based on relevant laws and regulations [1] - External financial assistance includes both paid and unpaid funding, with certain exceptions outlined [1] Approval Authority and Procedures - Financial assistance exceeding 10% of the company's latest audited net assets requires board and shareholder approval [3][4] - The board must evaluate the financial condition and repayment ability of the recipient before approving assistance [4][5] Operational Procedures - The finance and internal audit departments are responsible for assessing risks associated with potential recipients before any financial assistance is provided [6] - Agreements must be signed detailing the terms of the financial assistance, including amounts, duration, and liabilities [6] Information Disclosure - The company must disclose financial assistance details within two trading days after board approval [7][8] - If there are significant changes in the financial assistance situation, the company must promptly disclose these changes [8] Penalties - Violations of the financial assistance regulations may lead to civil liability for responsible personnel, and severe cases may result in criminal prosecution [8]

Core Points - The company establishes a system for managing insider information to enhance confidentiality and ensure fair disclosure in accordance with relevant laws and regulations [1][2][29] - The board of directors is responsible for the registration and filing of insider information, ensuring the accuracy and completeness of the insider list [2][3] - Insider information includes significant undisclosed information related to the company's operations, finances, or events that could impact stock prices [3][4] Group 1: Insider Information Management - The company defines insider information as undisclosed information that could significantly affect the company's stock or derivatives [3][4] - The scope of insider information includes major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major debt defaults [5][6] - The company must maintain a record of all individuals who have access to insider information, including their relationship to the company and the nature of the information received [6][7] Group 2: Responsibilities of Insider Information Holders - Insider information holders are required to keep the information confidential and are prohibited from trading based on this information [21][22] - The company must ensure that the number of individuals aware of insider information is minimized and that all relevant parties are informed of their obligations [22][23] - Any breach of confidentiality or insider trading will result in disciplinary actions, including potential legal consequences [26][27] Group 3: Reporting and Compliance - The company is required to report insider information to regulatory bodies within specified timeframes following public disclosure [9][10] - A detailed record of the process surrounding significant events must be maintained, including timelines and involved parties [11][12] - The company must comply with all relevant laws and regulations regarding insider information management and reporting [29][30]

Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of the management team [1][2] - The Audit Committee consists of three directors, including two independent directors, with one being a professional accountant [2][3] - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and evaluating internal controls [4][5] Group 1: Committee Structure - The Audit Committee is a specialized body under the Board of Directors, responsible for auditing and financial oversight [1][2] - The Chairperson of the Audit Committee is an independent director with accounting expertise [2][3] - The term of the Audit Committee members aligns with that of the Board of Directors, allowing for re-election unless disqualified [3][4] Group 2: Responsibilities and Powers - The Audit Committee supervises and evaluates the work of external auditors and internal audit functions [4][5] - It is responsible for reviewing the company's financial information and ensuring its accuracy and completeness [4][5] - The Committee must approve certain actions, such as the hiring or firing of external auditors and significant accounting policy changes, before they are submitted to the Board [4][5] Group 3: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as needed [9][12] - A quorum for meetings requires the presence of at least two-thirds of the members [12][13] - Decisions made by the Committee must be documented and reported to the Board of Directors [15][36]