Core Points - The internal audit system of Zhongchen Cable Co., Ltd. aims to establish a robust internal audit framework to enhance supervision, protect shareholder rights, and improve operational efficiency [1][2] - The internal audit department is independent and reports directly to the board of directors and the audit committee, ensuring objective oversight of the company's operations and risk management [2][3] - The audit committee plays a crucial role in guiding and supervising the internal audit process, including reviewing annual audit plans and reporting significant issues to the board [3][4] Internal Audit Structure - The company has established an audit department staffed with qualified personnel who maintain independence from the finance department [2][4] - Internal auditors are required to adhere to professional ethics, ensuring objectivity and confidentiality during audits [2][3] - The audit department has the authority to request necessary documents and information from audited departments to facilitate the audit process [5][6] Responsibilities and Procedures - The audit committee is responsible for overseeing the internal audit's effectiveness and ensuring compliance with legal and regulatory requirements [3][6] - The internal audit process includes planning, executing audits, reporting findings, and following up on corrective actions [8][9] - Internal audit reports are submitted at least annually to the board or audit committee, detailing the effectiveness of internal controls and any identified deficiencies [7][8] Monitoring and Evaluation - The audit committee conducts regular evaluations of the internal audit's performance, focusing on the execution of audit objectives and the quality of audit documentation [10][11] - Any significant issues identified during audits must be reported to the Shenzhen Stock Exchange if they indicate legal violations or operational irregularities [6][7] - The internal audit department is responsible for maintaining comprehensive audit records and ensuring proper management of audit documentation [9][10]

Core Points - The article outlines the independent director system of Zhongchen Cable Co., Ltd, aimed at enhancing corporate governance and protecting the interests of minority shareholders [1][2][3] - Independent directors must not hold other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][3] - The company is required to have three independent directors, including at least one with accounting expertise [2][3] Group 1 - Independent directors are obligated to act in good faith and diligence, ensuring the protection of minority shareholders' rights [1][3] - Independent directors must undergo training as required by regulatory authorities [3][5] - The company must ensure that independent directors can effectively perform their duties by providing necessary conditions and support [28][31] Group 2 - Independent directors are prohibited from holding positions in more than three domestic listed companies to ensure they have sufficient time to fulfill their responsibilities [2][3] - The nomination and election of independent directors must be conducted transparently, with candidates undergoing thorough qualification checks [12][13] - Independent directors are required to submit annual reports detailing their attendance and participation in board meetings and other relevant activities [14][15] Group 3 - Independent directors have specific rights, including the ability to propose board meetings and independently hire external consultants for audits or consultations [22][23] - They must actively participate in the decision-making process and provide independent opinions on significant matters affecting the company [21][22] - Independent directors are responsible for reporting any violations or issues that may harm the interests of the company or its shareholders [26][27]

Core Points - The document outlines the fundraising management system of Zhongchen Cable Co., Ltd, emphasizing the importance of protecting investor interests and ensuring efficient use of funds [1][2] - The system specifies that raised funds must be used for designated purposes and cannot be diverted for financial investments or used by controlling shareholders for personal gain [2][5] - The company is required to establish a special account for fundraising and ensure strict management and disclosure of fund usage [8][9] Fundraising Management - The company must promptly verify the funds raised and ensure they are stored in a dedicated account [2][4] - Funds must be used in accordance with national industrial policies and should primarily support the main business to enhance competitiveness [2][5] - The company must not allow controlling shareholders or related parties to misuse the funds [5][6] Fund Storage - A special account must be established for each fundraising event, and any excess funds must also be managed within this account [3][4] - A tripartite supervision agreement must be signed with the sponsor and the bank holding the funds [3][4] Fund Usage Management - Funds must be used according to the investment plan outlined in the issuance application and cannot be changed without shareholder approval [11][12] - The company must ensure the authenticity and fairness of fund usage, preventing any misuse by related parties [14][15] - Any delays in project completion must be reported, along with reasons and revised timelines [16][17] Supervision and Accountability - The finance department must maintain detailed records of fund usage, and internal audits should occur quarterly [29][30] - The company must disclose any significant discrepancies between planned and actual fund usage [30][31] - Independent directors can hire accounting firms to verify fund management practices [31][32] Additional Provisions - The company must have a clear plan for using any excess funds raised, which should be disclosed to shareholders [12][13] - Any changes in fund usage must be approved by the board and disclosed promptly [26][27]

Core Viewpoint - The company has established a system for managing insider information to enhance governance, ensure confidentiality, and maintain fair information disclosure practices in compliance with relevant laws and regulations [1][2]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information records, with the chairman as the primary responsible person [1][2]. - Any department or individual within the company is prohibited from disclosing insider information without board approval [1][2]. - Insider information is defined as information that significantly impacts the company's operations, finances, or the trading price of its securities, which has not been publicly disclosed [5][6]. Group 2: Scope of Insider Information - The scope of insider information includes significant changes in business policies, major investments, important contracts, significant debts, major losses, changes in external operating conditions, and changes in key personnel [6][7]. - Other aspects include major lawsuits, investigations, changes in shareholder structure, and undisclosed financial reports or plans [6][7][8]. Group 3: Insider Information Recipients - Insider information recipients include internal personnel such as directors, supervisors, senior management, and external parties like major shareholders, legal advisors, and regulatory agency staff [4][5]. - The company must maintain a record of all individuals who have access to insider information, including their roles and the nature of the information accessed [6][7]. Group 4: Registration and Management of Insider Information Recipients - The company is required to maintain a detailed record of insider information recipients, including their names, positions, and the information they accessed [6][7]. - The registration process must be completed before the public disclosure of insider information, and records must be kept for at least ten years [6][7]. Group 5: Confidentiality Obligations and Accountability - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or using insider information for personal gain [8][9]. - Violations of confidentiality can lead to administrative and economic penalties, and severe cases may result in criminal charges [9][10].

General Principles - The rules are established to regulate the behavior of the listed company and ensure shareholders can exercise their rights according to the Company Law, Securities Law, and the company's articles of association [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Nature and Powers of the Shareholders' Meeting - The shareholders' meeting is the highest authority of the company [2] - The meeting has the power to elect and replace directors, approve profit distribution plans, and make decisions on significant asset transactions exceeding 30% of the latest audited total assets [2][3] Convening the Shareholders' Meeting - The board of directors must convene the shareholders' meeting within the specified timeframe [4][5] - Independent directors can propose to convene a temporary shareholders' meeting, and the board must respond within ten days [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and comply with legal requirements [8][9] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [8][9] Conducting the Shareholders' Meeting - The meeting must be held at the company's registered location or a designated place, allowing for both in-person and remote participation [10][11] - All shareholders or their proxies have the right to attend the meeting and exercise voting rights [11][12] Voting Procedures - Each share carries one vote, and the company’s own shares do not have voting rights [11][12] - Voting results must be announced immediately after the meeting, and detailed records of the meeting must be maintained for at least ten years [17][18] Amendments to the Rules - The rules can be modified by a decision of the shareholders' meeting, and any amendments must be reported to the board for drafting [21][22]

Core Viewpoint - The document outlines the management and decision-making system for related party transactions of Zhongchen Cable Co., Ltd, ensuring fairness, transparency, and protection of the rights of the company and non-related shareholders [1][2][3]. Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or influence over the company [3][4]. - Legal entities are considered related if they directly or indirectly control the company or hold more than 5% of its shares [2][4]. - Natural persons are considered related if they hold more than 5% of the company's shares, are directors or senior management, or are closely related family members of such individuals [2][5]. Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including purchasing materials, selling products, and providing or receiving services [3][4]. - The company must adhere to principles of honesty, fairness, and non-detriment to the rights of non-related shareholders in these transactions [4][10]. Group 3: Decision-Making Procedures - The decision-making process for related transactions requires avoidance measures, ensuring that related parties do not interfere with company decisions [5][14]. - Transactions below certain thresholds can be approved by the general manager, while larger transactions require board or shareholder approval [17][18]. - Independent directors must review related transactions before they are submitted for board approval [19][20]. Group 4: Disclosure and Reporting - The company is required to disclose related transactions in a timely manner, including the nature of the transaction and its impact on the company and non-related shareholders [11][12]. - For ongoing related transactions, the company must report on their execution and any significant changes to the terms [9][10]. Group 5: Compliance and Amendments - The document stipulates that any amendments to the management system must be approved by the board and shareholders [36][37]. - The interpretation rights of the management system are reserved for the board [38].

General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [3] - The company was registered on December 23, 2020, and publicly issued 91.7 million shares, listed on the Shenzhen Stock Exchange on January 22, 2021 [3][4] - The registered capital of the company is RMB 469.659755 million [3][4] Business Objectives and Scope - The company's business objective is to operate independently and profitably under national macroeconomic regulation, focusing on technological advancement to develop high-quality products [5][6] - The business scope includes manufacturing and sales of wires and cables, power generation, transmission, and distribution, among other related activities [5][6] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [7][8] - The total number of issued shares is 469.659755 million, all of which are ordinary shares [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise operations, and request information [13][14] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [18][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [48] - Shareholder meetings require proper notice and must include specific agenda items for discussion [58][59] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [80][82] - Certain significant matters, such as capital changes and mergers, require special resolutions [82]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Zhongchen Cable Co., Ltd. and improve the assessment and compensation management system for directors and senior management [2][3] - The committee is responsible for researching assessment standards, conducting evaluations, and proposing compensation policies for directors and senior management [2][5] Chapter Summaries Chapter 1: General Provisions - The committee is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange's self-regulatory guidelines [2] Chapter 2: Composition and Personnel - The committee consists of three directors, with a majority being independent directors [4] - The chairperson of the committee is elected from among the independent directors [3] Chapter 3: Responsibilities and Authority - The committee is tasked with formulating assessment standards and compensation policies for directors and senior management, and must present recommendations to the board of directors [5][10] - Any compensation plans proposed by the committee must be approved by the board and subsequently by the shareholders' meeting [10] Chapter 4: Decision-Making Procedures - The committee is required to meet at least once a year, with a quorum of two-thirds of its members present for decisions [13][14] - The committee can invite company directors and senior management to attend meetings when necessary [17] Chapter 5: Working Rules - Meeting records must be kept, and all members are bound by confidentiality regarding the matters discussed [21][23] - The committee has the authority to hire external consultants for professional advice if needed [18] Chapter 6: Supplementary Provisions - The working rules take effect upon approval by the board and are subject to modification as per relevant laws and regulations [24][26]

长城证券股份有限公司关于中辰电缆股份有限公司 使用可转换公司债券部分闲置募集资金暂时补充流动 资金的核查意见 长城证券股份有限公司（以下简称"长城证券"或"保荐机构"）作为中辰电 缆股份有限公司（以下简称"中辰股份"或"公司"）持续督导的保荐机构，根据 《证券发行上市保荐业务管理办法》、《上市公司募集资金监管规则》、《深 圳证券交易所创业板股票上市规则》、《深圳证券交易所上市公司自律监管指 引第 2 号——创业板上市公司规范运作》等有关规定，对公司使用可转换公司 债券部分闲置募集资金暂时补充流动资金事项进行了核查。现将有关情况公告 如下： 一、募集资金基本情况概述 经中国证券监督管理委员会《关于同意中辰电缆股份有限公司向不特定对 象发行可转换公司债券注册的批复》（证监许可[2022]678 号）同意注册，中辰 电缆股份有限公司本次向不特定对象发行可转换公司债券 5,705,370 张，发行价 格为每张面值 100 元人民币，按面值发行，募集资金共计人民币 57,053.70 万元， 扣除各项发行费用人民币 8,776,894.20元（不含增值税）后实际募集资金净额为 人民币 561,760,105.80元。公 ...

中辰电缆股份有限公司 董事会审计委员会工作细则 中辰电缆股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为强化董事会决策功能，做到事前审计、专业审计，确保董事会对 管理层的有效监督，完善中辰电缆股份有限公司（以下简称"公司"）治理结构， 根据《中华人民共和国公司法》《深圳证券交易所上市公司自律监管指引第 2 号 ——创业板上市公司规范运作》《上市公司治理准则》《深圳证券交易所股票上 市规则》及《中辰电缆股份有限公司章程》（以下简称《公司章程》）及其他有 关规定，公司特设立董事会审计委员会（以下简称"审计委员会"），并制定本 工作细则。 第二条 董事会审计委员会是董事会下设立的专门工作机构。 第三条 审计委员会成员应当勤勉尽责，切实有效地监督、评估公司内外部 审计工作，促进公司建立有效的内部控制并提供真实、准确、完整的财务报告。 第四条 公司应当为审计委员会提供必要的工作条件，配备专门人员或者机 构承担审计委员会的工作联络、会议组织、材料准备和档案管理等日常工作。审 计委员会履行职责时，公司管理层及相关部门应当给予配合。 第二章 人员组成 第五条 审计委员会委员由三名不在公司担任高级管理人员的董事 ...