General Overview - The company establishes an Audit Committee to enhance board decision-making, ensure effective supervision of management, and improve corporate governance structure [1][2]. Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [3][4]. - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [4][5]. Responsibilities and Authority - The Audit Committee exercises the powers of the supervisory board as defined by the Company Law, including financial inspections and supervision of directors and senior management [4][6]. - Key responsibilities include reviewing financial reports, supervising external audit work, guiding internal audits, and proposing the convening of extraordinary shareholder meetings [4][5][6]. Decision-Making Procedures - The Audit Committee is responsible for preparing decisions, which include reviewing financial reports and evaluating external audit institutions [8][9]. - Meetings can be regular or temporary, with a minimum attendance requirement of two-thirds of members for valid discussions [10][11]. Meeting Regulations - Meetings must be recorded, and members are required to maintain confidentiality regarding discussed matters [11][12]. - The committee can invite external auditors and other relevant personnel to provide necessary information during meetings [10][11]. Implementation and Effectiveness - The Audit Committee is tasked with ensuring the effectiveness of internal controls and the implementation of internal audit systems [5][6]. - The committee can hire external consultants for professional opinions, with costs borne by the company [6][12]. Final Provisions - The working rules of the Audit Committee take effect upon approval by the board and are subject to relevant laws and regulations [12][13].

General Provisions - The purpose of the guidelines is to improve the corporate governance structure of Zhejiang Zhongxin Fluorine Materials Co., Ltd. and to clarify the rights and obligations of the general manager [1] - The general manager is the main responsible person for the company's daily production and management, accountable to the board of directors [1] Qualifications and Appointment Procedures - The general manager must possess rich economic and management knowledge, strong management capabilities, and relevant industry experience [2] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are not eligible to serve as general manager [2] Authority and Responsibilities - The general manager is responsible for daily operations, implementing board resolutions, and reporting to the board [3][4] - The general manager has the authority to approve daily expenses, manage investments, and make decisions on loans and asset acquisitions within the board's authorized limits [4][5] Management Procedures - The general manager oversees the company's business and management work, and in their absence, a designated deputy will take over [19] - The general manager must convene meetings to discuss important operational and management issues, ensuring that decisions are documented and communicated [10][12] Performance Evaluation and Rewards - The board of directors will evaluate the general manager's performance based on specific indicators and may grant rewards for outstanding contributions [36] - In cases of negligence or significant losses due to mismanagement, the board may impose penalties or pursue legal action against the general manager [39] Miscellaneous Provisions - If any part of these guidelines conflicts with national laws or regulations, the latter will take precedence [40] - The board of directors is responsible for the formulation and interpretation of these guidelines, which will take effect upon approval [41]

General Principles - The company aims to enhance the quality and transparency of its annual report disclosures by establishing a responsibility accountability system for significant errors in information disclosure [1][2] - The system is designed to hold accountable those responsible for any significant errors that lead to adverse social impacts or substantial economic losses [2][3] Scope of Accountability - The accountability system applies to the company's board members, senior management, subsidiary heads, controlling shareholders, and other personnel involved in the annual report disclosure process [2][3] - Any violations of national laws, regulations, or company rules that result in significant errors in annual report disclosures will lead to accountability measures [2][5] Definition of Significant Errors - Significant errors in annual report disclosures include major accounting errors in financial reports, substantial omissions or errors in other disclosures, and significant discrepancies between performance forecasts and actual results [4][5] - Specific criteria for identifying significant accounting errors include discrepancies in total assets, net assets, revenue, and net profit exceeding defined thresholds [4][5] Responsibility Determination - The company will determine responsibility based on principles of equality between rights and responsibilities, and proportionality between fault and accountability [3][4] - Factors leading to accountability include violations of laws and regulations, failure to act diligently, and other personal reasons causing significant errors [5][6] Accountability Measures - Accountability measures may include corrective actions, public reprimands, demotions, dismissals, and financial compensation for losses incurred [7][8] - The company may also pursue accountability against external auditors or other intermediaries based on contractual agreements [7][8] Reporting and Disclosure - The board of directors will disclose decisions regarding accountability for significant errors in annual report disclosures through temporary announcements [7][8] - The company will also apply similar accountability measures to quarterly and semi-annual report disclosures [8]

Core Points - The article outlines the implementation details of the cumulative voting system for Zhejiang Zhongxin Fluorine Material Co., Ltd, aimed at enhancing corporate governance and protecting minority shareholders' interests [1][2][3] Group 1: General Provisions - The cumulative voting system allows each share to have voting rights equal to the number of directors to be elected, enabling shareholders to concentrate their votes on one candidate or distribute them among several [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1][2] Group 2: Nomination of Director Candidates - Shareholders holding at least 1% of the voting shares can propose director candidates before the shareholders' meeting [2] - Nominated candidates must self-check their qualifications and provide written confirmation of their eligibility [2][3] - The board of directors will review the qualifications of the nominated candidates, ensuring compliance with legal and regulatory requirements [2][3] Group 3: Voting and Election of Directors - Independent and non-independent directors will be elected through separate voting processes [3][4] - Shareholders can allocate their voting rights to one or multiple candidates, with the total votes cast not exceeding their cumulative voting rights [3][4] - Candidates are ranked based on the total votes received, with those receiving the highest votes being elected [4][5] Group 4: Special Procedures for Cumulative Voting - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting [5] - Detailed instructions on the voting process and ballot completion must be provided to shareholders prior to the election [5] - Shareholders can vote in person or authorize others to vote on their behalf [5]

Core Points - The article outlines the compensation and performance evaluation management measures for directors and senior management at Zhejiang Zhongxin Fluorine Materials Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance operational efficiency and management levels [1][2][3] - The compensation system is based on market levels and the company's actual situation, adhering to principles such as unity of responsibility and rights, performance orientation, strategic direction, and market orientation [2][3][4] Group 1: Compensation Structure - The compensation for directors includes independent directors, external directors, and internal directors, with specific allowances and performance evaluations based on their roles [4][5] - Senior management compensation consists of a fixed annual salary and performance bonuses, with the annual salary determined by the chairman or general manager's salary and a position coefficient [5][6] - A performance reward fund is established to directly link the income of senior management and key employees to the company's net profit growth [6][7] Group 2: Performance Evaluation System - The performance evaluation for directors is conducted annually, focusing on their diligence, capability, and adherence to company interests [8][9] - Senior management performance evaluations are divided into annual and term evaluations, with specific metrics for operational performance and individual contributions [9][10] - Evaluation scores are calculated based on a percentage system, with specific weightings for operational and personal performance metrics [27][16] Group 3: Evaluation Process and Results Management - The evaluation process includes signing performance responsibility agreements and dynamic management of performance targets [25][17] - After evaluations, feedback sessions are held to discuss results and improvement plans [29] - Evaluation results are archived and can be appealed by management members if they disagree with the outcomes [19][33]

Core Viewpoint - The company aims to establish a sustainable, stable, and scientific profit distribution policy to enhance transparency and protect the rights of minority investors while ensuring long-term development [1][2]. Profit Distribution Policy - The company implements a continuous and stable profit distribution policy, emphasizing reasonable returns for investors while considering sustainable development [1]. - After extracting 10% of the after-tax profit for the statutory reserve, the remaining profit is distributed according to the shareholders' equity ratio, unless otherwise specified in the company’s articles [2]. - The company can distribute dividends in cash, stock, or a combination of both, prioritizing cash dividends when feasible [4][3]. - In profitable years with positive retained earnings, the company should distribute at least 20% of the net profit attributable to shareholders in cash, provided there are no major investment plans [3][4]. Shareholder Return Planning - The company is committed to long-term sustainable development and will develop a shareholder return plan considering profitability, operational development, and external financing conditions [5]. - The shareholder return plan will be revised at least every three years to align with the company's financial situation and shareholder expectations [5]. Decision-Making Mechanism for Profit Distribution - The company will strengthen awareness of shareholder returns and adhere to legal and regulatory requirements in decision-making regarding profit distribution [6]. - The board of directors must conduct thorough research and provide detailed justifications for profit distribution proposals [6][7]. Supervision and Constraints on Profit Distribution - Independent directors can express opinions if they believe a cash dividend plan may harm the company or minority shareholders [18]. - The audit committee will oversee the execution of the profit distribution policy and the decision-making process [18]. Execution and Information Disclosure of Profit Distribution - The board must complete the distribution of dividends within two months after the shareholders' meeting decision [20]. - The company will disclose the cash dividend policy and its execution in the annual report, including reasons for any non-distribution of dividends [23][24].

General Principles - The management system for the shares held by the board of directors and senior management of Zhejiang Zhongxin Fluorine Materials Co., Ltd. aims to strengthen the management of shareholding and changes, ensuring compliance with relevant laws and regulations [1][2] - This system applies to the company's directors, senior management, and other specified individuals or organizations holding and trading the company's shares [1][2] Shareholding and Reporting Requirements - Directors and senior management must notify the board secretary in writing of their trading plans at least 2 trading days in advance [8] - The company must ensure that all shareholding data reported to the Shenzhen Stock Exchange is accurate, timely, and complete [11][12] Share Change Management - Shares held by directors and senior management are subject to lock-up periods and specific transfer limitations [13][14] - Directors and senior management can only transfer up to 25% of their total shares during their term and within six months after their term ends, with certain exceptions [14][15] Information Disclosure - Changes in shareholding must be disclosed within 2 trading days, including details such as the number of shares held before and after the change [26][27] - The company must report any violations of trading regulations by directors and senior management, including the measures taken to rectify the situation [28][29] Responsibilities and Penalties - Any violations of the share trading regulations will result in the company reclaiming any profits made from such trades, and severe cases may lead to disciplinary actions [33][34] - The system will take effect upon approval by the company's board of directors and will be interpreted by the board [35][36]

业绩激励基金管理办法（试行） 浙江中欣氟材股份有限公司 业绩激励基金管理办法（试行） 目 录 -2- 业绩激励基金管理办法（试行） 第一章 总则 第一条 为进一步健全和完善浙江中欣氟材股份有限公司（以下简称"公司"） 的激励约束机制，建立经营管理团队和骨干员工的收入与公司净利润增长的直接 挂钩机制，充分调动经营管理团队及骨干员工的积极性、主动性和创造性，促进 公司整体业绩提升和战略目标达成，根据《公司法》《证券法》及《公司章程》 等有关规定，结合公司的实际情况，特制定《浙江中欣氟材股份有限公司业绩奖 励基金管理办法》（以下简称"本办法"），设立公司业绩奖励基金。 第二条 本办法遵循的原则： （一）坚持奖励和约束相结合； （二）坚持短期奖励与中长期奖励相结合； （三）坚持股东利益、公司利益和奖励对象的个人利益相结合； （四）符合法律、法规、规范性文件和《公司章程》的相关规定。 第三条 本奖励基金是以增量为主的业绩奖励基金。本办法实施周期内，每 考核年度分别设置净利润基础目标值及挑战目标值，以考核年度净利润超出部分 为计提基数，分别按一定比例计提奖励基金，用于奖励经营管理团队和骨干员工。 本办法以三年为一个实施周 ...

浙江中欣氟材股份有限公司 法》 《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》 《深 圳证券交易所上市公司自律监管指引第 5 号——信息披露事务管理》《深圳证券 交易所股票上市规则》等有关法律、法规、规范性文件及《浙江中欣氟材股份有 限公司章程》（以下简称《公司章程》）的规定，制定本制度。 内幕信息及知情人管理制度 （2025 年 7 月） 第一章 总 则 第一条 为了进一步规范浙江中欣氟材股份有限公司（以下简称"公司"）内 幕信息管理行为，加强公司内幕信息保密工作，维护信息披露的公平原则，根据 《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司信息披露管理办 第二条 公司董事会应当保证内幕信息知情人档案真实、准确和完整，董事 长为主要责任人。董事会秘书负责办理上市公司内幕信息知情人的登记入档和备 案事宜。 第三条 内幕信息知情人内幕信息公开前负有保密责任和义务。 在内幕信息披露前，公司及董事、高级管理人员、相关信息披露义务人和其 他知情人应当将该信息的知情人控制在最小范围内，不得公开或者泄露该信息， 不得利用内幕信息买卖或建议他人买卖公司股票及其衍生品，不得进行内幕交易 或 ...

Core Viewpoint - The document outlines the selection and appointment process for accounting firms by Zhejiang Zhongxin Fluorine Materials Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][10]. Group 1: Selection Process - The company must obtain approval from the audit committee before appointing an accounting firm for annual financial statement audits and internal control audits [1][2]. - The selection of accounting firms can be conducted through competitive negotiations, public bidding, invitation bidding, or single selection to ensure fairness and transparency [3][4]. - The company is required to publish selection documents through public channels, including the company website, detailing the selection criteria and evaluation standards [4][5]. Group 2: Evaluation Criteria - The evaluation of accounting firms must include factors such as audit fee quotes, qualifications, professional records, quality management levels, work plans, and risk management capabilities [5][6]. - Quality management level must account for at least 40% of the evaluation score, while audit fee quotes should not exceed 15% [5][6]. - The average audit fee quote of all compliant firms will serve as the benchmark for scoring [6]. Group 3: Responsibilities of the Audit Committee - The audit committee is responsible for overseeing the selection process, including developing policies, reviewing selection documents, and evaluating the performance of the appointed accounting firm [2][5]. - The committee must submit annual evaluation reports on the performance of the accounting firm to the board of directors [2][6]. - The audit committee should exercise caution in cases of frequent changes in accounting firms or significant fluctuations in audit fees [8][9]. Group 4: Contractual and Compliance Obligations - The company must ensure that the selected accounting firm adheres to information security management standards and includes specific clauses in the contract regarding data protection [7][8]. - Any changes in the accounting firm must be completed before the end of the fourth quarter of the audited year [8][9]. - The company is required to disclose information regarding the accounting firm's service duration and audit fees in its annual financial reports [7][8].