Core Viewpoint - The document outlines the governance and operational guidelines for Chongyi Zhangyuan Tungsten Co., Ltd, focusing on the responsibilities and obligations of controlling shareholders and actual controllers to ensure the protection of the company's and minority shareholders' rights [1][2][3]. Group 1: General Principles - Controlling shareholders must exercise their rights and fulfill obligations in accordance with laws and regulations, avoiding actions that harm the company or other shareholders' interests [5][6]. - Shareholders and actual controllers are required to maintain confidentiality regarding undisclosed significant information and refrain from insider trading or market manipulation [6][7]. - Major decisions of the company should be made by the shareholders' meeting and board of directors, without interference from controlling shareholders [9][10]. Group 2: Commitment and Good Faith - Controlling shareholders and actual controllers must make clear, specific, and enforceable commitments, ensuring compliance with laws and regulations [10][11]. - They are responsible for protecting the rights of minority shareholders and must not restrict their legitimate rights [12][13]. - Any misuse of control to gain illegal benefits is prohibited, and they must adhere to the company's articles of association [11][12]. Group 3: Independence Requirements - There must be a clear separation of personnel, assets, and finances between the controlling shareholders and the company to maintain operational independence [15][16]. - The company’s management should operate independently from the controlling shareholders, ensuring that no undue influence is exerted on personnel decisions [16][17]. - Controlling shareholders must not interfere with the company's financial activities or use company assets for personal gain [18][19]. Group 4: Information Disclosure - Controlling shareholders and actual controllers are required to cooperate with the company in fulfilling information disclosure obligations, ensuring that all disclosed information is accurate and complete [29][30]. - They must establish a management system for information disclosure, including protocols for handling undisclosed significant information [31][32]. - Any changes in shareholding or control that could impact the company must be promptly communicated to ensure transparency [33][34].

Core Viewpoint - The company has established a comprehensive investment management framework to enhance decision-making, risk management, and investment efficiency in accordance with relevant laws and regulations [1][2][3]. Investment Scope - The company's investment activities include equity investments in new enterprises, capital increases in existing companies, acquisitions, asset sales, stock and bond investments, entrusted financial management, and investments related to its main business and industry chain [1][2]. Investment Management Structure - The decision-making bodies for investments are the shareholders' meeting, board of directors, and the general manager's office, each with defined responsibilities [3][4]. - A strategic committee is responsible for researching long-term development strategies and major investment decisions [3]. Approval Authority - Investment matters must be approved by the general manager's office, and certain thresholds require board or shareholder approval [5][6]. - Specific thresholds for board approval include investments exceeding 10% of total audited assets or net assets, and for shareholder approval, investments exceeding 50% of total audited assets [5][6]. Investment Decision Process - The company must prepare a project proposal based on its development strategy and market conditions, followed by a feasibility study and investment plan [8][9]. - The investment plan must include a detailed budget, project timeline, and quality standards [21]. Implementation and Monitoring - After approval, the investment management department is responsible for executing the investment plan and tracking project progress [22][23]. - The financial department must monitor the investment's financial performance and report any anomalies [10]. Investment Disposal - The company must control the disposal of investment assets, requiring similar approval processes as for investment initiation [26][27]. - The investment management department is tasked with tracking and analyzing investment performance and preparing disposal reports [28]. Accountability - The company will hold responsible parties accountable for any losses incurred due to mismanagement or failure to follow procedures, with potential penalties including dismissal or legal action [30][31]. Regulatory Compliance - The investment management framework must comply with national laws and regulations, and any amendments to these laws will necessitate updates to the company's investment policies [14].

General Principles - The company aims to establish a governance mechanism that aligns with modern market economy requirements and ensures democratic and scientific decision-making processes within the board of directors [1] - The board of directors is responsible for ensuring compliance with laws, regulations, and the company's articles of association while considering the interests of all stakeholders [1] Responsibilities and Terms of Directors - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [2] - Directors must avoid conflicts of interest and adhere to various obligations, including not misappropriating company assets or using their position for personal gain [2][3] Duties of Directors - Directors have a duty of diligence, which includes acting in the best interest of the company and ensuring compliance with legal and regulatory requirements [4] - Directors must provide accurate information for the company's periodic reports and cooperate with the audit committee [4] Composition and Powers of the Board - The board consists of nine directors, including a chairman and a vice-chairman, elected by a majority of the board [10] - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and make decisions on significant company matters such as investment plans and profit distribution [11] Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [17] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made by a majority vote [22][23] Record Keeping - Minutes of board meetings must be accurately recorded and preserved for at least ten years [27][28] - The minutes should include details such as meeting dates, attendees, agenda items, and voting results [29] Amendments and Compliance - Any matters not covered by the rules will be governed by relevant national laws and regulations, and the rules will be revised as necessary to comply with new legal requirements [30][32]

General Provisions - The company establishes a system to regulate the behavior of the board secretary and improve corporate governance structure [1] - The board secretary is a senior management position within the company [1] Qualifications and Responsibilities - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - The board secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with regulations [2][3] - The company must provide necessary conditions for the board secretary to perform their duties effectively [3][4] Appointment and Dismissal - The board secretary is appointed by the board of directors and can only be dismissed for valid reasons [4][5] - In case of vacancy, the board must appoint a temporary secretary and announce it promptly [5] Additional Provisions - The system will be executed according to national laws and regulations, and any conflicts with future laws will be amended accordingly [5]

Core Viewpoint - The document outlines the information disclosure management system for Chongyi Zhangyuan Tungsten Co., Ltd., emphasizing the importance of timely, accurate, and complete disclosure to protect investors' rights and comply with relevant laws and regulations [1][2][3]. Group 1: Basic Principles of Information Disclosure - Information disclosure must be timely, truthful, accurate, complete, and clear, avoiding any misleading statements or omissions [2][3]. - All disclosed information should be made available to all investors simultaneously, without any prior leaks to specific individuals or entities [2][3]. - The company's directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [2][3]. Group 2: Types of Disclosure - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investors' decisions [4][5]. - Major events that could impact the company's securities trading prices must be disclosed promptly through temporary reports [8][9]. Group 3: Reporting Procedures - The company must establish procedures for the preparation, review, and disclosure of periodic reports, ensuring that financial information is audited and approved by the board of directors [13][14]. - Any significant changes in the company's operations, management, or financial status must be reported immediately to the board and disclosed to the public [10][11]. Group 4: Responsibilities and Accountability - The board of directors, senior management, and the audit committee are accountable for the accuracy and completeness of the information disclosed [21][22]. - Any violations of disclosure regulations may lead to internal disciplinary actions against responsible individuals [60][61]. Group 5: Confidentiality and Penalties - The company must implement measures to maintain the confidentiality of undisclosed information and limit access to those who need to know [56][57]. - Unauthorized disclosure of significant information may result in penalties for the individuals involved [60][61].

Core Viewpoint - The company has established a set of regulations to govern related party transactions, ensuring compliance, necessity, and fairness while protecting investors' rights [1][2][3] Group 1: Related Party Transactions - Related party transactions include resource or obligation transfers between the company or its subsidiaries and related parties, which encompass both legal entities and natural persons [4][5] - The company must ensure that related party transactions do not manipulate financial indicators or harm the company's interests [1][2] - Related parties include entities controlling 5% or more of the company's shares, company directors, and senior management [4][5] Group 2: Decision-Making Procedures - All transactions with related parties must be submitted for review by the general manager's office [10] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [11][12] - Related directors must abstain from voting on transactions to ensure impartiality [6][7] Group 3: Disclosure Requirements - The company must disclose details of related party transactions, including the parties involved, transaction terms, and pricing basis [27][28] - Transactions that do not meet specific thresholds may still require disclosure if they significantly impact the company's financial status [11][12] - Annual reports must summarize the execution of related party transactions [12]

Group 1 - The company aims to enhance its core competitiveness and establish a development plan through the implementation of these guidelines [1][4] - The Strategic Committee is responsible for researching the company's long-term development strategy and major investment decisions [2][3] - The committee consists of three or more directors, with the chairman or vice-chairman serving as the head [2][3] Group 2 - Meetings of the Strategic Committee must be held with at least two-thirds of the members present, and decisions require a majority vote [2][3] - The committee can invite external professionals for advice, with costs covered by the company [2][3] - Meeting records must be kept for at least ten years, and all members have confidentiality obligations regarding the discussed matters [3][5]

崇义章源钨业股份有限公司 （2025 年 7 月 12 日经公司第六届董事会第十八次会议审议通过） （以下简称"《证券法》"）、 《深圳证券 第一章 总则 第一条 为进一步完善崇义章源钨业股份有限公司（以下简称"公司"）法人 治理结构，明确总经理的职责权限，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》 交易所上市公司自律监管指引第 1 号—主板上市公司规范运作》、公司《章程》 及其他有关法律、法规规定，制定本细则。 第二条 公司设总经理一名，由董事会聘任或解聘。总经理对董事会负责。 第三条 总经理及其他高级管理人员在履行职务时，要接受审计委员会在遵 守法律、法规和公司《章程》等方面的监督。 第二章 总经理的任免 第四条 具有下列情形之一的，不能担任公司的总经理： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的， 自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或者厂长、总经理，对该公司、企 业的破产负有个人责任的，自 ...

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 1,201,417,666 [2] - The company is permanently established and has a legal representative who is the general manager [2][3] Business Objectives and Scope - The company's business objective is to utilize and develop tungsten resources, focusing on the research and production of high-performance, high-precision, and high-value-added hard alloys [3][4] - The business scope includes mining, sales of metal ores, processing of non-ferrous metals, and various related activities [3][4] Shares - The company's shares are issued in the form of stocks, with all shares being ordinary shares totaling 1,201,417,666 [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][82] Related Party Transactions - Related shareholders must disclose their relationships and abstain from voting on matters where they have a conflict of interest [32][84] - The company must ensure that related party transactions are conducted fairly and transparently [32][84]

Core Viewpoint - The company has established a comprehensive internal control system to enhance operational efficiency, safeguard assets, and ensure accurate information disclosure, in compliance with relevant laws and regulations [1][2][3]. Group 1: Internal Control Principles - The internal control system follows principles of comprehensiveness, importance, checks and balances, adaptability, and cost-effectiveness [2][4]. - Internal control should cover all operational aspects, including sales, procurement, inventory management, and financial management [3][4]. Group 2: Basic Requirements for Internal Control - The company must create a clear and effective internal control mechanism tailored to its industry and management characteristics [5]. - Key elements of internal control include internal environment, risk assessment, control activities, information communication, and internal supervision [5][6]. Group 3: Control Activities Focus - The company emphasizes the importance of managing related party transactions, external guarantees, fundraising, and significant investments through strict internal controls [12][21][42]. - Related party transactions must adhere to principles of honesty, equality, and fairness, ensuring no harm to the company or its shareholders [12][13]. Group 4: Fundraising Internal Control - Fundraising activities must be conducted in a regulated, safe, efficient, and transparent manner, with strict management of funds [31][32]. - The company is required to open dedicated accounts for fundraising and ensure funds are used according to specified purposes [33][34]. Group 5: Management Control of Subsidiaries - The company must implement control mechanisms for its subsidiaries, ensuring they adhere to internal control standards and report significant matters promptly [48][49]. - Regular analysis of subsidiaries' financial reports and performance is essential for effective oversight [50][51]. Group 6: Information Disclosure Control - The company must ensure timely and accurate disclosure of significant information in compliance with regulations, with designated responsibilities for reporting [51][52]. - A confidentiality system for major information must be established to prevent unauthorized disclosures [53][54]. Group 7: Internal Control Evaluation and Audit - The internal audit department is responsible for evaluating the effectiveness of internal controls and reporting findings to the board [63][64]. - The board must review internal control reports and ensure corrective actions are taken for identified deficiencies [66][67].