General Information - Anhui Annada Titanium Industry Co., Ltd. is a joint-stock company established in accordance with the Company Law of the People's Republic of China [1] - The company was approved by the Anhui Provincial Government and registered with the Anhui Provincial Administration for Industry and Commerce [1] - The company was listed on the Shenzhen Stock Exchange on May 30, 2007, after issuing 20 million shares [1][3] Company Structure - The registered capital of the company is RMB 215.02 million [2] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2] - The legal representative is elected by the board of directors and must be replaced within 30 days if they resign [2] Business Objectives and Scope - The company's business objective is to focus on efficiency, market orientation, quality survival, and reputation development, aiming to provide high-quality products and services [3] - The business scope includes the production and sale of titanium dioxide and related chemical products, as well as import and export of various goods and technologies [3] Share Structure - The total number of shares issued by the company is 21.502 million, all of which are ordinary shares [5] - The company follows principles of openness, fairness, and justice in issuing shares, ensuring equal rights for all shares of the same category [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [12] - Shareholders are required to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [41] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][52] - The board of directors is responsible for convening shareholder meetings and must provide timely notifications to shareholders [52][53] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with different voting thresholds required for each type [80] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [80][81] Legal Compliance - The company must adhere to the Company Law, Securities Law, and other relevant regulations in its operations and governance [1][3] - Shareholders have the right to request legal action if the board of directors fails to fulfill its responsibilities [39]

Core Points - The document outlines the independent director working system of Anhui Anada Titanium Industry Co., Ltd, aiming to enhance corporate governance and protect the interests of investors [1][2]. Summary by Sections General Principles - The independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are obligated to act in good faith and diligence, focusing on the overall interests of the company and protecting the rights of minority shareholders [2][3]. Qualifications and Appointment - Candidates for independent directors must meet specific qualifications, including legal, economic, accounting, and management experience, and must not have any significant credit issues [5][6]. - Individuals with certain relationships or shareholdings in the company are prohibited from serving as independent directors [3][4]. Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the authority to hire external consultants for audits or investigations and can propose meetings to address significant issues [18][19]. Communication and Reporting - Independent directors must maintain open communication with minority shareholders and submit annual reports detailing their activities and interactions with the company [17][24]. - They are required to report any violations of laws or regulations and can escalate issues to regulatory bodies if necessary [25][26]. Support and Resources - The company is responsible for providing necessary resources and support for independent directors to fulfill their duties effectively [36][37]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may cover costs related to hiring professional services [40][42].

Core Points - The internal audit system of Anhui Anada Titanium Industry Co., Ltd. aims to strengthen internal control management, standardize audit work, improve audit quality, and ensure legal compliance while protecting investors' rights [1][2][3] - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls and risk management, the authenticity and completeness of financial information, and the efficiency of business operations [1][2] - The board of directors is responsible for establishing and implementing the internal control system, ensuring the accuracy and completeness of related disclosures [2][3] Internal Audit Structure - The company has established an audit committee under the board of directors, with a majority of independent directors, and the committee is responsible for overseeing the internal audit department [2][3] - A dedicated internal audit department (Audit Department) is set up to handle all audit affairs independently, reporting to the audit committee [2][3] - The audit department must maintain independence and is not to be under the leadership of the finance department [2][3] Responsibilities and Authority - The audit committee guides and supervises the internal audit department, reviews annual audit plans, and coordinates with external audit units [4][5] - The audit department is responsible for evaluating the completeness and effectiveness of internal control systems, auditing financial and economic data, and assisting in establishing anti-fraud mechanisms [4][5] - The audit department has the authority to develop annual audit plans, attend relevant meetings, inspect documents and data, and investigate issues related to audit matters [5][6] Implementation Procedures - The audit department must conduct annual evaluations of internal controls and report findings to the audit committee [7][8] - If significant internal control deficiencies or risks are identified, the audit department must promptly report to the audit committee [8][9] - The audit department conducts timely audits of significant external investments, asset purchases and sales, guarantees, and related transactions [9][10] Information Disclosure - The audit committee issues an annual self-evaluation report on internal controls based on the audit department's findings, which includes the board's declaration of the report's authenticity [15][16] - The company must disclose the internal control self-evaluation report and the auditor's report in its annual report [16][17] Incentives and Accountability - The company establishes mechanisms to evaluate the performance of internal auditors and holds them accountable for significant issues [38][39] - Internal auditors who perform their duties diligently may receive recognition, while those who abuse their power or fail to comply with regulations may face disciplinary actions [40][41]

安徽安纳达钛业股份有限公司 董事会议事规则 （2025 年 7 月） 第一章 总 则 第一条 为健全和规范安徽安纳达钛业股份有限公司(以下简称公司)董事会的议事方式和决 策程序，确保董事会高效运作和科学决策，根据《中华人民共和国公司法》 （以下简称《公司法》）、 《中华人民共和国证券法》（以下简称《证券法》）、《深圳证券交易所股票上市规则》等法律、 行政法规、规范性文件和《安徽安纳达钛业股份有限公司章程》（以下简称《公司章程》）的有 关规定，制定本议事规则。 第二条 公司依法设立董事会，董事会对股东会负责。董事会是公司经营管理的决策机构， 为维护公司和全体股东的利益，在《公司章程》和股东会的授权范围内，负责公司发展目标和重 大经营活动的决策。 （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公司形式的方案 （七）在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、对外担保事项、 委托理财、关联交易、对外捐赠等事项； 第三条 董事会应当在《公司法》和《公司章程》规定的范围内 ...

Core Points - The document outlines the working rules of the Compensation and Assessment Committee of Anhui Anada Titanium Industry Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports to the board of directors [1][2] Group 1: General Provisions - The committee is established to enhance the governance structure of the company in accordance with relevant laws and regulations [1] - The committee consists of three directors, including two independent directors [2] Group 2: Composition and Responsibilities - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [2] - The committee's term aligns with that of the board, and members can be re-elected [2] - The committee is tasked with evaluating the compensation of directors and senior management, and it must submit its proposals to the board for approval [4][5] Group 3: Decision-Making Procedures - The committee's working group is responsible for preparing materials related to the company's performance and the assessment of management [5] - The committee must evaluate whether the compensation distribution complies with established standards [5] Group 4: Meeting Rules - Meetings require at least two-thirds of the members to be present, and decisions must be approved by a majority [6] - The committee can invite company directors and senior management to attend meetings [6] - Meeting records must be kept for at least ten years, and confidentiality obligations are imposed on all attendees [6][7]

Group 1 - The titanium dioxide concept sector rose by 1.70%, ranking 10th among concept sectors, with 13 stocks increasing in value, including Daowen Co., Huayun Titanium, and Guocheng Mining, which rose by 5.06%, 4.25%, and 3.40% respectively [1] - The main capital flow in the titanium dioxide concept sector showed a net outflow of 0.29 billion yuan, with five stocks experiencing net inflows, led by Longbai Group with a net inflow of 22.26 million yuan [2][3] - The net inflow ratios for leading stocks in the titanium dioxide sector were 9.41% for Annada, 6.71% for Longbai Group, and 6.32% for Huayun Titanium [3] Group 2 - The top stocks in the titanium dioxide concept sector based on capital flow included Longbai Group, Huayun Titanium, and Vanadium Titanium Co., with respective net inflows of 22.26 million yuan, 20.56 million yuan, and 13.66 million yuan [3][4] - Stocks such as Donghua Technology and Jinpu Titanium experienced significant net outflows, with -3.41% and -14.09% in net inflow ratios respectively [4]

Core Viewpoint - The restructuring plan of Jinpu Titanium Industry, which involves a significant acquisition aimed at transforming the company from the chemical sector to the rubber and plastic technology field, has raised concerns regarding the motivations behind the asset transactions and the financial health of the controlling shareholder's family [1][2][3]. Group 1: Restructuring Details - Jinpu Titanium Industry's restructuring is characterized as a "reverse operation," where the company sold a 31.81% stake in Nanjing Jinpu Dongyu Investment Co., Ltd. to a company controlled by the actual controller, Guo Jindong, and received a 100% stake in Shanghai Dongyi Hotel Management Co., Ltd. as compensation [2]. - The company later announced plans to acquire 100% of Nanjing Lide Oriental Plastic Technology Co., Ltd. from Jinpu Dongyu, which is now controlled by Guo Jindong's daughter, effectively repurchasing assets that were sold a year prior [2][3]. Group 2: Financial Performance and Challenges - Jinpu Titanium Industry has faced continuous losses since 2019, with cumulative losses exceeding 900 million yuan over six and a half years, including projected losses of 160 to 186 million yuan for the first half of 2025 [3][4]. - The company's main business in titanium dioxide has been adversely affected by industry challenges such as overcapacity, high costs, weak demand, and intense low-price competition, leading to a significant decline in profitability [4]. Group 3: Strategic Shift and Future Prospects - The acquisition of Lide Oriental is seen as a last resort for Jinpu Titanium Industry to exit the titanium dioxide sector and pivot to producing rubber hoses and sealing products for the rail and automotive industries, with the expectation that Lide Oriental's profits could offset the company's annual losses [4]. - However, the transition poses risks due to the lack of synergy between the rubber and plastic products and the company's previous operations, raising questions about the effectiveness of asset integration and the sustainability of Lide Oriental's recent profit growth [5][6].

Core Viewpoint - Jinpu Titanium Industry is undergoing a significant asset restructuring by divesting its titanium dioxide assets and acquiring controlling stakes in Nanjing Lide Oriental Rubber and Plastic Technology Co., marking a strategic shift towards the high-growth automotive and rail transportation components sector [1] Group 1: Industry Context - The titanium dioxide market is facing challenges due to weak demand influenced by the real estate sector, leading to price declines and cost pressures [1] - The average market price for titanium dioxide in China is estimated at 14,425 yuan per ton, reflecting an 11% decrease compared to the same period last year [1] - China's reliance on titanium dioxide exports is significant, with nearly 40% of exports affected by anti-dumping measures from major trading partners [1] Group 2: Lide Oriental's Strengths - Lide Oriental is a leading application research and development platform in the rubber new materials sector, with a comprehensive product system covering various applications including automotive and rail transportation [2] - The company is recognized as a hidden champion in the automotive brake hose sector, with its products used in 50% of cars and 70% of high-speed trains [2] - Lide Oriental has received numerous accolades, including being a certified "specialized, refined, distinctive, and innovative" small giant by the Ministry of Industry and Information Technology [2] Group 3: Financial Performance and Growth - Lide Oriental's sales revenue is projected to exceed 1 billion yuan in 2024, with a strong growth trajectory expected to reach 1.5 billion yuan in 2025 [3] - The company achieved 400 million yuan in sales revenue in the first quarter of 2025, indicating robust demand, particularly from the new energy vehicle sector [3] Group 4: Technological Innovation - Lide Oriental emphasizes product research and innovation, with over 100 R&D personnel and multiple partnerships with prestigious research institutions [4] - The company holds 178 authorized patents, including 71 invention patents, and has played a significant role in formulating national and industry standards [4] Group 5: Strategic Implications for Jinpu Titanium Industry - The asset restructuring is expected to significantly improve Jinpu Titanium's financial performance, transitioning from a loss of 24.4 million yuan in 2024 to potentially benefiting from Lide Oriental's growth [7] - The restructuring aligns with national industrial policies, as the special rubber sector is experiencing accelerated domestic substitution [7] - The partnership with Lide Oriental is anticipated to enhance Jinpu Titanium's competitiveness and sustainable development capabilities, leveraging Lide Oriental's strong market position and growth potential [7]

Core Viewpoint - Jinpu Titanium Industry (000545.SZ) is planning a major asset restructuring to alleviate its financial difficulties, aiming to acquire 100% of Nanjing Lide Oriental Rubber and Plastic Technology Co., Ltd. through asset swaps, share issuance, and cash payments [1][2]. Group 1: Restructuring Details - The restructuring plan involves three steps: asset swap with Jinpu Dongyu for 91% of Lide Oriental, issuance of shares and cash to acquire the remaining 9%, and raising additional funds from specific investors [4]. - The target asset, Lide Oriental, is expected to generate a net profit of approximately 121 million yuan in 2024, which could improve Jinpu Titanium's financial performance post-restructuring [2][9]. - The transaction pricing is yet to be determined, raising questions about potential arbitrage opportunities [2][6]. Group 2: Financial Performance and Historical Context - Since 2018, Jinpu Titanium has faced significant financial challenges, with five out of six years reporting negative net profits, totaling over 900 million yuan in losses [1][7]. - The company’s revenue peaked at 1.855 billion yuan in 2018 but has since declined, with continuous losses reported from 2022 to 2024 [7][8]. - Jinpu Titanium has previously attempted strategic transformations, including ventures into new industries, but faced regulatory and market challenges [8]. Group 3: Market Reactions and Future Outlook - The market reacted positively to the restructuring announcement, with Jinpu Titanium hitting its first trading limit up following the news [2]. - The restructuring signifies a strategic exit from the titanium dioxide industry, as the company shifts focus to the rubber and plastic sector [7]. - There are uncertainties regarding whether the restructuring will fundamentally improve the company's operations and financial health [10].

Group 1 - The core viewpoint of the news is that Jinpu Titanium Industry is undergoing a strategic transformation by divesting its titanium dioxide business and acquiring 100% equity of Lide Dongfang, shifting focus to the rubber products sector [1][2] - The company has faced continuous losses due to industry challenges, with an expected loss of 160 million to 186 million yuan in the first half of 2025, a significant increase from a loss of 20 million yuan in the same period last year [1] - The transaction involves asset swaps, issuance of shares, and cash payments, resembling a "reverse merger" while maintaining control by the major shareholders [1] Group 2 - The new business, Lide Dongfang, specializes in rubber hoses and sealing shock-absorbing components, serving stable downstream industries such as automotive and rail transit [2] - Market expectations are positive, as evidenced by a stock price surge after the announcement, indicating investor optimism about the strategic shift [2] - The rubber products industry has stable demand but is characterized by high concentration and moderate technical barriers, making the integration and technical transformation capabilities of Jinpu Titanium crucial for successful transition [2][3] Group 3 - Despite initial market enthusiasm, the integration of the new business will require time, and the rubber products sector is highly competitive with limited price elasticity [3] - The ability of Jinpu Titanium to achieve a turnaround in performance will depend on its execution and resource allocation in the new sector [3] - The initial stock price increase may reflect a recovery in sentiment, but the real challenge lies in the practical implementation of the transformation [3]