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山西华阳新材料股份有限公司第八届董事会2025年第八次会议决议公告

Core Points - The board of directors of Shanxi Huayang New Materials Co., Ltd. held its eighth meeting on September 24, 2025, where all proposed resolutions were approved unanimously [2][3][4]. Group 1: Board Meeting Details - The meeting was convened in accordance with the Company Law, Securities Law, and the company's articles of association, with all nine directors present [4]. - All resolutions discussed during the meeting received unanimous approval, with no votes against or abstentions [2][3]. Group 2: Resolutions Passed - The board approved several amendments to internal governance documents, including: - Revision of the Independent Director Work System [5]. - Revision of the Board Secretary Work System [7]. - Revision of the Special Committee Implementation Rules [8]. - Revision of the Information Disclosure Management System [9]. - Revision of the Insider Information Management System [11]. - Revision of the Management System for Directors and Senior Management Shareholding [11]. - Revision of the Management Measures for Minority Investors' Independent Voting [11]. - Change of the Media Interview and Investor Research Reception System to Investor Relations Management System [12]. - Establishment of a Management System for Director and Senior Management Departure [13]. - Establishment of a Management System for Temporary Suspension and Exemption of Information Disclosure [14]. - Establishment of a Major Information Internal Reporting System [14]. - Establishment of a Trial Internal Control System [15]. - Establishment of a Trial Internal Audit Work System [17]. - Revision of the External Guarantee Management System [17]. - Revision of the Management System for Related Party Transactions [17]. - Revision of the Financing Management System [17]. - Revision of the External Investment Management Measures [18]. - Revision of the Fundraising Management System [21]. Group 3: Guarantee and Financing - The company agreed to provide a guarantee for its wholly-owned subsidiary, Taiyuan Huashengfeng Precious Metal Materials Co., Ltd., for a loan of 20 million RMB from Everbright Bank [27][30]. - The loan is intended to meet the subsidiary's operational funding needs, with a term of two years and an expected interest rate not exceeding 3.6% [28][34]. - The board believes that the guarantee is necessary for the subsidiary's normal operations and that the associated risks are manageable [35][36]. Group 4: Upcoming Shareholder Meeting - The company will hold its fifth extraordinary general meeting of shareholders on October 14, 2025, to discuss the resolutions passed by the board [24][39]. - The meeting will utilize a combination of on-site and online voting methods [39][40].