| 证券代码：300933 | 证券简称：中辰股份 | 公告编号：2025-051 | | --- | --- | --- | | 债券代码：123147 | 债券简称：中辰转债 | | 中辰电缆股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日收到南 方电网供应链集团有限公司发来的《中标通知书》，确定公司成为"南方电网 公司 2025 年配网材料第一批框架招标项目"的中标单位。现将相关情况公告如 下： 一、中标项目基本情况 1、招标单位：中国南方电网有限责任公司 2、招标代理机构：南方电网供应链集团有限公司 3、招标项目：南方电网公司 2025 年配网材料第一批框架招标项目 4、中标单位：中辰电缆股份有限公司 中辰电缆股份有限公司 关于收到南方电网公司 2025 年配网材料第一批框架招标项目 中标通知书的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 经营范围：投资、建设和经营管理南方区域电网，经营相关的输配电业 务；参与投资、建设和经营相关的跨区域输变电和联网工程；从事电力购销业 务，负责电力交易和调度，管理南方区域电网电力调度交易中 ...

Group 1 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee, in accordance with relevant laws and regulations [1][2][3] - The registered capital of the company has been increased from 458,508,680 yuan to 469,659,755 yuan due to the conversion of convertible bonds into shares, resulting in a total of 11,159,755 shares being converted [1][2] - The company has updated its articles of association to reflect the changes in governance structure and registered capital [2][3] Group 2 - The company issued 5,705,370 convertible bonds at a face value of 100 yuan each, totaling 57,053.70 million yuan, which began trading on June 21, 2022 [1] - The audit committee will now exercise the powers previously held by the supervisory board, and the relevant rules governing the supervisory board have been abolished [1][2] - The updated articles of association include provisions for the responsibilities of the legal representative and the handling of civil activities conducted in the company's name [2][3]

Core Points - The company has established a management system for the resignation of directors and senior management to ensure stable governance and protect the rights of shareholders [1][2] - The resignation procedures include submission of a written resignation report and the company must disclose the resignation within two trading days [3][4] - The company is required to complete the election of new directors within sixty days if the resignation leads to a board composition that does not meet legal requirements [2][4] Chapter Summaries Chapter 1: General Provisions - The system is designed to regulate the resignation procedures of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1] Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3] - If a resignation results in a board composition below the legal minimum, the original directors must continue to perform their duties until new directors are elected [2][4] Chapter 3: Handover Procedures and Obligations - Resigning directors and senior management must complete handover procedures within five working days after their resignation, including transferring all relevant documents and data [3] - They are required to fulfill any public commitments made during their tenure and may be held liable for any losses incurred due to non-compliance [3][4] Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of resignation [4][5] - Any share reduction during their term and within six months post-termination is limited to 25% of their total shareholding [5] Chapter 5: Accountability Mechanism - The board will establish specific accountability measures for any breaches of obligations by resigning directors and senior management, including potential legal action [5][6] - Resigning individuals can appeal the accountability decisions within fifteen days [6] Chapter 6: Supplementary Provisions - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations [6]

Group 1 - The Nomination Committee of Zhongchen Cable Co., Ltd. has reviewed the qualifications of candidates for the fourth board of directors, confirming that the non-independent director candidates meet the necessary qualifications and have the ability, expertise, and experience to fulfill their duties [1][2] - The committee unanimously agreed to nominate Mr. Du Nanping, Ms. Zhang Qian, and Mr. Xie Shengwei as candidates for non-independent directors, which will be submitted for board review [1] - The independent director candidates have also been reviewed and found to meet the qualifications required by relevant laws and regulations, including the Company Law and the Management Measures for Independent Directors of Listed Companies [1][2] Group 2 - The Nomination Committee unanimously agreed to nominate Ms. Shi Qin, Mr. Wu Changshun, and Ms. Lu Tong as candidates for independent directors, which will also be submitted for board review [2]

Core Viewpoint - The company has nominated Lu Tong as a candidate for the independent director of its fourth board, ensuring that the nominee meets all legal and regulatory requirements for independence and qualifications [1][8]. Group 1: Nomination Process - The nomination was made after a thorough review of the nominee's professional background, education, and any potential conflicts of interest [1]. - The nominee has agreed in writing to serve as an independent director candidate [1]. Group 2: Compliance with Regulations - The nominee has passed the qualification review by the company's nomination committee and has no relationships that could affect independent performance [2]. - The nominee meets the qualifications set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [2][3]. Group 3: Training and Experience - The nominee has participated in training and possesses the necessary knowledge of relevant laws and regulations [5]. - The nominee has over five years of experience in legal, economic, management, accounting, or financial fields necessary for fulfilling the duties of an independent director [5]. Group 4: Independence Criteria - The nominee and their immediate family do not hold positions in the company or its subsidiaries, nor do they hold significant shares in the company [5][6]. - The nominee has not been subject to any disqualifications or penalties that would prevent them from serving as an independent director [6][7].

Core Viewpoint - The document outlines the information disclosure management system of Zhongchen Cable Co., Ltd, emphasizing the importance of transparency, accuracy, and timeliness in disclosing information to protect investors' rights and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles of Information Disclosure - Information disclosure is a continuous responsibility of the company, which must comply with relevant laws and regulations [3]. - The company must ensure that all shareholders are treated equally and that information is disclosed truthfully, accurately, completely, and promptly [4]. - The company is required to submit disclosure documents to the Shenzhen Stock Exchange and publish them in designated media [5]. Group 2: Types of Disclosure Documents - The types of disclosure documents include periodic reports (quarterly, semi-annual, and annual reports) and temporary reports (notices of shareholder and board resolutions, asset acquisition or sale announcements, etc.) [16][17]. - The company must ensure that the content of the prospectus and listing announcement is accurate and complete, with necessary confirmations from directors and senior management [18][19]. Group 3: Responsibilities and Procedures - The board of directors is responsible for overseeing the information disclosure process, with the board secretary coordinating the specific tasks [20]. - All directors and senior management must ensure the accuracy and completeness of disclosed information and bear joint responsibility for any misleading statements or omissions [21][22]. - The company must establish a clear reporting procedure for significant events that may impact stock prices, ensuring timely disclosure [23][24]. Group 4: Reporting Major Events - The company must disclose significant events that could materially affect its securities trading prices, including major lawsuits, asset impairments, or changes in control [34][35]. - If a major event occurs, the company must report it immediately, detailing the cause, current status, and potential impact [36][37]. Group 5: Confidentiality and Insider Information - Prior to the legal disclosure of insider information, no informed individuals may disclose or exploit such information for trading [8][9]. - The company can apply for a delay in disclosure if the information has not leaked and confidentiality agreements are in place [10][11].

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].