General Principles - The company establishes a system to regulate financial derivatives trading and mitigate associated risks, in accordance with relevant laws and regulations [1] - Financial derivatives trading includes activities involving swap contracts, forward contracts, and non-standard options, with underlying assets being securities, indices, interest rates, exchange rates, currencies, commodities, or combinations thereof [1] Operational Principles - The company strictly controls the types and scale of financial derivatives trading, focusing on hedging and risk avoidance rather than profit-making [2] - Transactions are only permitted with qualified financial institutions approved by regulatory authorities, and the company must use its own funds for these activities [2] Approval Authority - Financial derivatives trading requires a feasibility analysis report to be submitted to the board for approval, with certain conditions necessitating shareholder approval [3] - The board or shareholders must approve the trading limits, and the general manager is authorized to manage and operate the derivatives business [3] Management and Internal Processes - The finance department is responsible for planning, funding, operations, accounting, and daily management of derivatives trading [4] - The audit and supervision department evaluates risks and compliance of trading activities, while the board office ensures legal compliance and information disclosure [4] Risk Management - The company must establish a robust risk management mechanism to prevent and address various risks associated with derivatives trading [6] - In case of significant risks, the finance department must report to the financial director and board secretary, who will discuss countermeasures [6] Information Disclosure - The company must disclose trading activities according to regulatory requirements, especially when losses exceed certain thresholds [7] - Documentation related to trading plans and agreements must be maintained for ten years by the finance department [7] Miscellaneous - The system will be revised in accordance with any new laws or regulations that conflict with it, and it will take effect upon board approval [8]

Core Points - The company has established an internal reporting system for significant information to ensure timely, fair, truthful, accurate, and complete disclosure of information [1][10] - The reporting obligations apply to various personnel and entities within the company, including directors, senior management, and major shareholders [2][3] - The company outlines specific criteria for reporting significant transactions, including asset purchases or sales, investments, and other financial activities that meet certain thresholds [3][4][5] Reporting Obligations - Reporting obligations include continuous disclosure after the initial report of significant events, ensuring that updates on the matter are communicated promptly [2] - Each unit within the company must designate a specific person responsible for reporting significant information to maintain accuracy and timeliness [2][3] Scope of Significant Information - Significant information includes transactions involving assets that exceed 10% of the company's audited total assets, investments, and other financial activities that meet specified thresholds [3][4] - The company must report on related party transactions, litigation, and any significant risks that may impact its operations [3][4][5] Reporting Procedures - Upon becoming aware of significant information, responsible personnel must notify the board secretary on the same day through various communication methods [6][7] - The board secretary is responsible for analyzing reported information and ensuring that necessary disclosures are made to the board [6][7] Confidentiality Measures - Individuals with knowledge of significant information are required to maintain confidentiality until the information is publicly disclosed [7][8] - There are provisions for exempting reports if the information involves state secrets or could violate confidentiality regulations [8] Compliance and Accountability - The company emphasizes strict adherence to the reporting system, with consequences for any failure to report accurately or timely [7][10] - Individuals responsible for reporting may face disciplinary actions if their negligence leads to significant impacts on the company [7]

Core Viewpoint - The company has established a comprehensive insider information management system to ensure confidentiality and compliance with relevant laws and regulations regarding insider information disclosure and management. Group 1: Insider Information Management - The company aims to improve insider information management and confidentiality based on the Securities Law and other regulatory guidelines [1][2] - The board of directors is responsible for ensuring the accuracy and completeness of insider information registries, with the chairman as the primary responsible person [1][2] - The company must maintain a record of insider information and its informants, ensuring that all relevant parties are informed of their legal obligations regarding insider information [1][2][3] Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock market prices [3][4] - The definition includes major events that could affect stock prices, such as significant asset transactions or changes in the company's operational status [3][4] Group 3: Registration and Documentation - The company must fill out and maintain an insider information informant registry, documenting the stages of information handling and the individuals involved [6][7] - All relevant parties, including shareholders and management, must complete the registry when involved in significant company matters that could affect stock prices [5][6] Group 4: Confidentiality and Accountability - Insider information informants are required to maintain confidentiality and are prohibited from disclosing or using insider information for trading purposes [9][10] - The company will take disciplinary actions against informants who violate confidentiality, including potential legal consequences [10][11] Group 5: Compliance and Reporting - The company must report insider information registries and significant event progress memos to the Shenzhen Stock Exchange within specified timeframes [8][9] - The company is responsible for ensuring that all insider information management practices comply with national laws and regulations [11]

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]