General Principles - The company establishes a system to ensure that related party transactions are fair, just, and open, protecting the interests of the company and all shareholders [2][3] - Related party transactions must adhere to principles of honesty, equality, voluntariness, openness, and fairness, and must not harm the company's interests [4] Related Parties and Transactions - Related parties include both legal entities and natural persons that have significant influence or control over the company [3][4] - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various types of transactions such as sales, purchases, and loans [3][4] Approval and Decision-Making - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require approval from the shareholders' meeting [5] - The board of directors must ensure that related directors abstain from voting on transactions where they have a conflict of interest [5][6] Information Disclosure - The company is required to disclose the establishment, modification, termination, and performance of related party agreements in accordance with regulations [7][9] - Related transactions that meet the board's review standards must be disclosed promptly [7][9] Additional Provisions - The company must maintain records of decision-making regarding related transactions, which are to be managed by the board secretary [8] - The system will take effect upon approval by the shareholders' meeting [8]

Core Viewpoint - The document outlines the management and operational guidelines for Zhejiang Yongqiang Group Co., Ltd. and its subsidiaries, emphasizing the importance of governance, financial management, and compliance with legal regulations to protect the interests of the company and its investors [1][2]. Group 1: General Principles - The company aims to strengthen the management control of its subsidiaries to ensure their orderly operation and protect the rights of investors [1]. - Subsidiaries are defined as independent legal entities established by the company, including wholly-owned and controlling subsidiaries [1][2]. - The relationship between the company and its subsidiaries is based on equal legal status, with the company holding shareholder rights and responsibilities for guidance and supervision [2]. Group 2: Governance and Management - The company appoints all directors, supervisors, and senior management of wholly-owned subsidiaries, while for controlling subsidiaries, the company aims to have a majority representation on the board [3]. - Directors and senior management of subsidiaries are responsible for compliance with laws and regulations, ensuring the execution of the company's strategic decisions, and reporting significant matters to the parent company [4][5]. Group 3: Financial Management - Subsidiaries must adhere to the company's financial policies and accounting standards, with financial operations managed by the company's finance department [5][6]. - Subsidiaries are required to prepare consolidated financial statements and submit accounting reports for audit by external auditors appointed by the company [5][6]. Group 4: Operational Decision-Making - Subsidiaries must align their operational plans with the company's overall strategy and ensure that investment decisions are made through a structured process [6][7]. - Major investment activities require prior approval from the company, and subsidiaries are prohibited from engaging in high-risk financial activities without consent [7][8]. Group 5: Information Disclosure - Subsidiaries are responsible for timely and accurate reporting of significant information that may impact the company's stock price, adhering to established disclosure protocols [8][9]. - The legal representative of each subsidiary is accountable for information management, ensuring compliance with internal reporting requirements [8][9]. Group 6: Internal Audit and Supervision - The company conducts regular audits of its subsidiaries to ensure compliance with laws and internal regulations, with the audit department overseeing this process [10][11]. - Subsidiaries must cooperate with audits and provide necessary documentation, ensuring the integrity of the audit process [10][11]. Group 7: Miscellaneous Provisions - The document stipulates that any unresolved issues or conflicts with existing laws and regulations will defer to those legal standards [12]. - The board of directors holds the authority for interpreting and amending these guidelines, which take effect upon approval [12].

Core Points - The company aims to standardize and improve the quality of its internal audit work to enhance economic management and efficiency [1][2] - The internal audit system is established in accordance with relevant laws and regulations, ensuring compliance and effective risk management [1][3] - The Audit Supervision Department operates independently, reporting directly to the Audit Committee and ensuring cooperation from all internal departments [2][4] Group 1: Internal Audit Framework - The internal audit is defined as an evaluation activity assessing the effectiveness of internal controls, risk management, and the authenticity of financial information [1][3] - The Audit Supervision Department is responsible for auditing financial management and internal control systems of the company and its subsidiaries [2][4] - Internal auditors must maintain independence and objectivity, and are protected by law from retaliation [2][3] Group 2: Responsibilities and Authority - The Audit Committee guides and supervises the internal audit system, reviews annual audit plans, and ensures the implementation of audit findings [4][5] - The Audit Supervision Department has the authority to conduct audits on various financial and operational aspects, including compliance with laws and regulations [5][6] - The department must report any significant internal control deficiencies or risks to the Board or Audit Committee promptly [5][6] Group 3: Audit Procedures - The Audit Supervision Department must prepare an annual audit plan based on company needs and submit it for approval [10][11] - Auditors are required to document their findings and provide a comprehensive audit report within a specified timeframe [10][11] - The audit process includes verifying financial records, conducting interviews, and ensuring compliance with established procedures [10][11] Group 4: Information Disclosure and Record Management - The Audit Supervision Department must evaluate the effectiveness of internal controls and submit an annual evaluation report to the Audit Committee [15][17] - Audit records must be maintained for at least ten years, ensuring confidentiality and proper management of sensitive information [16][19] - Any violations of the internal audit procedures may result in disciplinary actions against responsible parties [19][20]

Core Viewpoint - The company has established a set of regulations for forward foreign exchange settlement and sales to manage exchange rate risks in international trade, ensuring compliance with relevant laws and internal policies [1][2]. Group 1: General Principles - The company defines "forward foreign exchange settlement" as agreements with banks to handle future foreign exchange transactions based on predetermined terms [1]. - The company will not engage in foreign exchange trading solely for profit but will use it as a hedging tool to mitigate exchange rate risks [1][2]. Group 2: Operational Guidelines - Transactions are only permitted with approved financial institutions that have the qualifications for forward foreign exchange business [2]. - The total amount of forward foreign exchange contracts must not exceed the total foreign exchange income from signed but unpaid export orders [2][3]. - The company must establish its own forward foreign exchange trading accounts and cannot use third-party accounts [2]. Group 3: Organizational Structure and Responsibilities - The board of directors authorizes a forward foreign exchange leadership group to oversee daily management and analysis of forward foreign exchange activities [3]. - The leadership group is responsible for supervising the business, developing annual plans, and submitting reports to the board [3][4]. Group 4: Approval Authority - Approval for forward foreign exchange transactions is tiered based on the amount of unfulfilled contracts relative to export orders, with different thresholds requiring different levels of approval [4][5]. - All decision-making bodies must operate within their authorized limits and approved plans [5]. Group 5: Business Process - The marketing center uses daily bank rates to quote prices to customers and forecasts foreign currency receipts based on customer orders [5]. - The financial center analyzes proposed transactions and submits plans for approval by the leadership group [5][6]. Group 6: Risk Management - The financial center must settle transactions according to the terms of the forward contracts and report any significant risks to the leadership group or board [6]. - If potential losses exceed 2% of the total forward exchange amount, the financial center must submit an analysis and solution for decision-making [6]. Group 7: Confidentiality Measures - All personnel involved in forward foreign exchange activities must adhere to confidentiality protocols regarding transaction details and financial status [7]. - The audit department supervises the independence of operational processes and personnel involved in these transactions [7]. Group 8: Miscellaneous Provisions - Documentation related to foreign exchange transactions must be archived for at least 15 years [8]. - Any matters not covered by these regulations will be governed by relevant national laws and regulations [8].

Core Points - The document outlines the information disclosure management system of Zhejiang Yongqiang Group Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company and its investors [1][2][3] Group 1: General Principles of Information Disclosure - Information disclosure must be timely and comply with legal obligations, ensuring that the information is true, accurate, complete, and easy to understand [4][5] - All investors must receive disclosed information simultaneously, without any prior leaks to specific individuals or entities [5][6] - The company can voluntarily disclose information relevant to investors' decision-making, provided it does not conflict with legally required disclosures [3][4] Group 2: Reporting Requirements - The company is required to disclose periodic reports, including annual and semi-annual reports, within specified timeframes: annual reports within four months after the fiscal year-end and semi-annual reports within two months after the first half of the fiscal year [6][7] - Annual reports must include key financial data, stock and bond issuance details, major shareholder information, and significant events affecting the company [6][7][8] Group 3: Management of Information Disclosure - The board of directors is responsible for overseeing the information disclosure process, with the board secretary coordinating the activities [36][37] - All departments must report any information that requires disclosure to the board secretary promptly [44][46] - The company must maintain confidentiality regarding insider information and ensure that only authorized personnel have access to such information [55][56] Group 4: Responsibilities and Accountability - Company directors and senior management are accountable for the accuracy and completeness of disclosed information, with specific responsibilities outlined for the chairman, president, and board secretary [59][60] - Any violations in information disclosure that lead to significant losses for the company or investors may result in disciplinary actions against responsible individuals [61][62] Group 5: Investor Relations - The company must establish effective communication channels with investors, ensuring that all interactions adhere to the principles of transparency and fairness [63][64] - Investor relations activities should be based on publicly disclosed information, avoiding any disclosure of undisclosed material information [64][65]

General Provisions - The purpose of the regulations is to improve the management efficiency and scientific management level of Zhejiang Yongqiang Group Co., Ltd. [1] - The regulations clarify the responsibilities, powers, main management functions, and work content of the managerial personnel, including the president, vice presidents, and financial officer [1][2] Managerial Structure - The company has one president, several vice presidents, and one financial officer [1] - Changes in managerial personnel must be approved by the board of directors [1] Duties and Responsibilities - Managerial personnel must act in good faith, avoid conflicts of interest, and not misuse their positions for personal gain [1][2] - Specific duties include not misappropriating company assets, not opening personal accounts for company funds, and not disclosing company secrets [1][2] President's Authority - The president is responsible to the board of directors and has the authority to manage the company's operations, implement board resolutions, and report on work [3] - The president can appoint or dismiss vice presidents and the financial officer, and is responsible for the company's internal management systems [3][4] Vice President's Role - Vice presidents assist the president and are responsible for the daily management of their respective areas [4] - They must report regularly to the president and complete tasks assigned by the president [4] Financial Officer's Responsibilities - The financial officer assists the president in financial matters, including budgeting and financial planning [4] - They are responsible for cost control, financial analysis, and ensuring compliance with financial regulations [4] Meeting Regulations - The president's office meetings are the main form for decision-making on administrative and operational issues [5][6] - Decisions made in these meetings must be executed by all relevant personnel [6] Reporting Obligations - The president must regularly report to the board of directors and the audit committee on significant contracts, financial status, and major operational issues [12][16] - Reports must ensure the authenticity of the information provided [12][16] Performance Evaluation - The board of directors is responsible for evaluating the performance of senior management, including the president and vice presidents [47] - The president must establish a performance-based incentive mechanism linked to company performance [48]

Core Viewpoint - The company has established a comprehensive external investment management system to enhance operational efficiency, safeguard asset value, and maximize shareholder value through structured decision-making and risk control [2][3][4]. Group 1: Investment Management Principles - The investment management system aims to promote effective resource allocation, enhance asset quality, and mitigate operational risks while ensuring compliance with national industrial policies and the company's operational objectives [3][4]. - The basic principles of investment management include alignment with national policies, enhancement of core competitiveness, effective resource allocation, and adherence to legal regulations [4]. Group 2: Organizational Structure for Investment - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the president, with specific roles and responsibilities outlined in the company's regulations [4][5]. - The Securities Investment Department is responsible for coordinating investment project analysis and providing recommendations to the decision-making bodies [5][6]. Group 3: Approval Authority for Investments - Major investments must comply with the company's articles of association and relevant regulations, ensuring that management's approval does not exceed the authority granted by the board of directors [6][7]. - The company has established specific thresholds for investment approval based on asset totals, net asset values, and revenue contributions, with defined monetary limits for each category [7][8]. Group 4: Investment Procedures - External investments are categorized into short-term and long-term investments, each with distinct procedures for planning, approval, and execution [8][9]. - Long-term investments require a preliminary evaluation by the Securities Investment Department, followed by board approval and implementation by authorized departments [10][11]. Group 5: Financial Management and Auditing - The financial department is tasked with maintaining comprehensive accounting records for all investment activities, ensuring compliance with accounting standards [14][15]. - Regular audits and financial reporting are mandated to monitor the financial health of subsidiaries and ensure the integrity of investment assets [15].

Core Points - The company has established an emergency response system to manage sudden events effectively, aiming to minimize impacts and protect investor interests [1][2] - The emergency response system is based on principles of prevention and rapid response, applicable to events that could severely affect the company's operations and reputation [1][2] - The company has categorized sudden events into governance, operational, environmental, and informational types, each requiring specific handling measures [2][4] Emergency Response Organization - An emergency leadership group has been formed, led by the chairman, to oversee the response to sudden events and make critical decisions [2][3] - The group is responsible for initiating and terminating emergency response systems, drafting handling plans, and coordinating external communications [2][3] Prevention and Monitoring - The company emphasizes preventive measures and regular monitoring of potential risks to assess the severity of possible sudden events [9][10] - Department heads are tasked with reporting and controlling potential threats to keep situations manageable [10][11] Emergency Handling Procedures - Upon a sudden event, the emergency leadership group must act quickly to control the situation and implement pre-established emergency plans [15][16] - Different types of events have tailored response strategies, including governance, operational, environmental, and informational measures [16][17] Post-Event Analysis - After an event concludes, the leadership group will analyze the causes, impacts, and lessons learned to improve future responses [18][19] - Departments are required to revise emergency plans based on experiences and issues encountered during the event [19][20] Confidentiality and Reporting - All personnel involved in the emergency response must adhere to confidentiality protocols and report accurately to avoid misinformation [21][22] - The company is obligated to report event details to regulatory bodies promptly, ensuring transparency and compliance with disclosure regulations [22][23] Resource Allocation - The company must ensure adequate human, material, and financial resources are available for effective emergency response [23][24] - Communication lines must remain open, and training on emergency procedures is essential for all staff [23][24][25] Accountability and Recognition - The company implements a system of accountability for emergency management, rewarding outstanding contributions and penalizing negligence [24][26] - Individuals or groups failing to report accurately or manage emergencies properly may face disciplinary actions or legal consequences [26]

浙江永强集团股份有限公司 （经2025年7月10日召开的六届二十六次董事会审议通过） 第一章 总则 第一条 为规范公司领导人员的产生，优化董事会组成，完善公司治理结构，根据 《中华人民共和国公司法》《上市公司治理准则》《公司章程》及其他有关规定，公司 特设立董事会提名委员会，并制定本工作细则。 第二条 董事会提名委员会是董事会设立的专门工作机构，主要负责对公司董事、 高级管理人员的人选、选择标准和程序进行选择并提出建议。 第三条 本细则所称的高级管理人员是指董事会聘任的总裁、副总裁、董事会秘书、 财务负责人。 第二章 人员组成 第四条 提名委员会成员由三名董事组成，其中独立董事两名。 第五条 提名委员会委员由董事长、二分之一以上独立董事或者三分之一以上（含 三分之一）的全体董事提名，并由董事会选举产生。 第六条 提名委员会设主任委员一名，由独立董事委员担任，负责主持委员会工作； 主任委员由委员选举产生，并报董事会备案。 第七条 提名委员会委员任职期限与其董事任职期限相同，连选可以连任。如有委 员因辞职或其他原因不再担任公司董事职务，其委员资格自其不再担任董事之时自动丧 失。董事会应根据《公司章程》及本细则增补 ...

Core Viewpoint - The company has established a system to prevent the misuse of funds by major shareholders and related parties, aiming to protect the interests of the company, shareholders, and other stakeholders [1][2]. Summary by Sections General Principles - The system is designed to strengthen and standardize the company's fund management, preventing the occupation of company funds by major shareholders and related parties [1]. - It applies to major shareholders, actual controllers, and related parties, including subsidiaries within the consolidated financial statements [1]. Definition of Related Parties and Fund Occupation - "Related parties" are defined according to the Ministry of Finance's standards, including entities that control or significantly influence each other [2]. - Fund occupation includes both operational and non-operational fund occupation, with specific definitions provided for each type [2]. Principles for Preventing Fund Occupation - The company must strictly prevent fund occupation during operational transactions with major shareholders and related parties [4]. - Specific prohibitions are outlined, including providing funds for non-operational expenses, unauthorized loans, and issuing commercial acceptance bills without real transaction backgrounds [4][5]. Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, with designated leaders overseeing daily supervision [6][7]. - A leadership group is established to draft and modify management systems related to fund occupation prevention [6]. Accountability and Penalties - Individuals responsible for fund occupation violations will face administrative and legal consequences, including potential criminal liability [15][17]. - The board has mechanisms to freeze shares held by major shareholders if fund occupation is detected [18]. Additional Provisions - The company must ensure that any non-cash assets used to repay occupied funds meet specific criteria and undergo proper evaluation [9][10]. - The system will take effect upon approval by the board of directors and will be subject to interpretation and revision by the board [22][23].