经济观察网 华友钴业(603799.SH)8月17日发布2025年半年度报告，该公司营业收入为371.97亿元，同比 增长23.78%。归属于上市公司股东的净利润为27.11亿元，同比增长62.26%。归属于上市公司股东的扣 除非经常性损益的净利润为25.87亿元，同比增长47.68%。基本每股收益为1.61元。 ...

Core Viewpoint - The company has established a comprehensive internal audit system to enhance management, control risks, and promote healthy business development in accordance with relevant laws and regulations [1][2][4]. Group 1: Internal Audit Structure - The company has an independent internal audit institution that operates under the leadership of the board of directors and reports to the audit committee [1][2]. - Internal audit personnel must possess relevant professional knowledge and skills in auditing, accounting, economic management, and engineering technology [2][4]. - The internal audit department is responsible for supervising the implementation of internal control systems, checking financial accounts, and evaluating significant economic activities [2][4]. Group 2: Audit Responsibilities - The internal audit includes monitoring the legality and authenticity of the company's assets, liabilities, and operational results [2][4]. - The internal audit department is tasked with ensuring compliance with national financial regulations and improving the company's internal control systems [2][4]. - The department must report any significant issues directly to the audit committee [1][2]. Group 3: Audit Process and Reporting - Internal audit reports must be objective, timely, and provide constructive suggestions for improving operational management and economic efficiency [6][7]. - The audit process includes gathering evidence, documenting findings, and submitting reports to the audit committee for review [6][7]. - Special audits can be initiated based on specific circumstances and must follow established procedures [6][7].

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and comply with updated regulations [1][2][6]. Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished to align with regulatory requirements and improve corporate governance, with its responsibilities transferred to the audit committee of the board of directors [1][2][6]. - Current supervisors will be relieved of their duties upon the approval of the shareholders' meeting regarding the cancellation of the supervisory board [1][2]. Group 2: Amendments to Articles of Association - The main amendments to the articles of association include the complete removal of the supervisory board and related sections, renaming "shareholders' meeting" to "shareholders' assembly," and standardizing certain clauses [2][3][4]. - The revised articles of association require approval from at least two-thirds of the voting rights held by shareholders present at the meeting [2][6]. Group 3: Governance System Revisions - The company plans to revise and establish several governance systems in accordance with the new Company Law and other regulatory requirements [2][6]. - Certain governance systems will require shareholder approval before they can take effect, while others will become effective upon approval by the board of directors [6].

Meeting Overview - The 31st meeting of the 6th Board of Directors of Zhejiang Huayou Cobalt Co., Ltd. was held on August 16, 2025, via communication methods, with all 7 directors present [2][3]. Financial Reports - The Board approved the 2025 Half-Year Report and its summary, which will be disclosed on the Shanghai Stock Exchange website [2][3]. - The Board also approved the Special Report on the storage and actual use of raised funds for the first half of 2025, with details available on the Shanghai Stock Exchange [3]. Related Transactions - The Board approved a proposal for new related transactions and adjustments to the expected daily related transactions for 2025, which has been reviewed by the Audit Committee and independent directors [3][4]. Governance Changes - A proposal to cancel the Supervisory Board and amend the Articles of Association was approved, pending submission to the shareholders' meeting for further review [4][5]. - The Board approved several governance system amendments, all requiring submission to the shareholders' meeting for approval [5]. Upcoming Events - The Board agreed to hold the 2025 Third Extraordinary General Meeting on September 8, 2025, with details to be disclosed on the Shanghai Stock Exchange [5].

Core Viewpoint - The document outlines the procedures and requirements for Zhejiang Huayou Cobalt Co., Ltd. in selecting and appointing accounting firms to ensure the quality and integrity of financial information [1][2][3]. Group 1: Selection Process - The audit committee proposes the appointment of accounting firms to the board, requiring a majority approval from the audit committee members [2]. - The board's audit committee is responsible for overseeing the selection process and ensuring compliance with internal controls and policies [2][3]. - Various methods such as competitive negotiation, public bidding, and invitation bidding can be used for selecting accounting firms, ensuring fairness and transparency [3][4]. Group 2: Quality Requirements - Selected accounting firms must possess necessary qualifications as per national regulations and have experience with large listed companies [1][2]. - The evaluation criteria for accounting firms include audit fees, qualifications, performance history, quality management, and resource allocation [3][4]. Group 3: Evaluation Standards - The quality management level of accounting firms must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [4]. - The average audit fee from all participating firms serves as the benchmark for evaluating audit fee proposals [4][5]. Group 4: Contractual Obligations - The appointed accounting firm must fulfill its obligations as per the audit agreement and cannot subcontract the audit work [5][6]. - Audit fees can be adjusted based on factors like consumer price index and business complexity, with significant decreases requiring disclosure [5][6]. Group 5: Replacement Procedures - The company must replace the accounting firm under specific circumstances, such as significant quality defects or inability to meet deadlines [6][7]. - The board must notify shareholders and allow the previous firm to present its case before finalizing the replacement [7].

Core Points - The company establishes a comprehensive information disclosure management system to ensure compliance with relevant laws and regulations, protecting the rights of investors and stakeholders [1][2][3] - The company emphasizes the importance of timely, accurate, and complete information disclosure, prohibiting any misleading statements or omissions [1][2][3] - The company outlines the responsibilities of its board of directors and senior management in ensuring the integrity of disclosed information [6][7][8] Group 1: Information Disclosure Principles - The company must disclose information in a truthful, accurate, complete, and clear manner, adhering to regulatory timelines [1][4][5] - Information must be disclosed simultaneously to all investors, with exceptions only as mandated by law [1][2] - The company can voluntarily disclose information relevant to investors' decision-making, provided it does not conflict with mandatory disclosures [2][3] Group 2: Disclosure Procedures - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [4][14] - In case of significant events, the company is required to issue timely temporary reports to inform investors of developments that may impact stock prices [5][11][17] - The company must ensure that all disclosures are made through designated channels, including the stock exchange and approved media [12][13] Group 3: Responsibilities of Management - The board of directors and senior management are responsible for the accuracy and completeness of disclosed information, with the chairman bearing primary responsibility [6][8][10] - The company’s securities management department is tasked with the daily operations of information disclosure, ensuring compliance with regulations [10][11] - All departments and subsidiaries must establish effective mechanisms for information collection and reporting to support the disclosure process [11][12] Group 4: Confidentiality and Insider Information - The company must maintain confidentiality regarding sensitive information and prevent insider trading [20][21] - Individuals with access to insider information are prohibited from disclosing it before public release [20][21] - The company must implement measures to prevent unauthorized disclosure of material information [22][23]

浙江华友钴业股份有限公司 第一条 为进一步加强对浙江华友钴业股份有限公司（以下简称"公司"） 董事、高级管理人员买卖公司股票的管理，根据《公司法》《证券法》《上市公 司董事和高级管理人员所持本公司股份及其变动管理规则》《上市公司股东减持 股份管理暂行办法》《上海证券交易所上市公司自律监管指引第15号——股东及 董事、高级管理人员减持股份》等相关法律法规和公司章程的有关规定，结合公 司实际情况，制定本管理办法。 第二条 本办法适用于本公司董事和高级管理人员及其近亲属买卖本公司 股票的管理。 第三条 高级管理人员，是指公司总经理、副总经理、财务负责人、董事会 秘书以及董事会认定的其他相关人员。 董事和高级管理人员所持本公司股票，是指登记在其名下和利用他人账户持 有的所有本公司股票。公司董事和高级管理人员从事融资融券交易的，还包括记 载在其信用账户内的本公司股票。 第四条 公司董事、高级管理人员买卖公司股票的管理职责如下： 管理层级 职责 董事、高级管 理人员 保买卖股票的时间和数量符合规范要求，并由证券管理部按照相关规定报交易所备案。 事和高级管理人员办理个人信息的网上申报； 董事会秘书 证券管理部 第 1 页 ...

Core Points - The document outlines the governance structure and responsibilities of the Board Secretary of Zhejiang Huayou Cobalt Co., Ltd, emphasizing compliance with relevant laws and regulations [1][9] - The qualifications and conditions under which individuals may not serve as Board Secretary are specified, ensuring that only qualified personnel are appointed [2][3] - The responsibilities of the Board Secretary include managing information disclosure, investor relations, and ensuring compliance with legal obligations [3][4] Group 1: General Provisions - The company establishes a Board Secretary to ensure governance and compliance with laws and regulations [1] - The Board Secretary is a senior management position accountable to the Board of Directors [1] Group 2: Qualifications - The Board Secretary must possess necessary professional knowledge and experience [2] - Specific disqualifications for the role include legal restrictions and recent administrative penalties [2] Group 3: Responsibilities - The Board Secretary is responsible for coordinating information disclosure and managing investor relations [3] - Duties include organizing board meetings, maintaining confidentiality of sensitive information, and ensuring compliance with legal and regulatory requirements [3][4] Group 4: Appointment and Dismissal Procedures - The Board Secretary is nominated by the Chairman and appointed by the Board of Directors [4] - Conditions for dismissal include failure to meet qualifications or causing significant errors in duty [5] Group 5: Legal Responsibilities - The Board Secretary shares legal responsibility for decisions made by the Board that result in company losses, unless dissent is proven [7] - Violations of laws or regulations by the Board Secretary can lead to legal consequences [7]

浙江华友钴业股份有限公司 第一章 总则 第一条 为了进一步规范和加强浙江华友钴业股份有限公司（以下简称"本 公司"）与投资者（包括股东和债券持有人）和潜在投资者（以下统称"投资者"） 之间的信息沟通，促进投资者对本公司的了解，建立本公司与投资者的良性互动 关系，根据《中华人民共和国公司法》《中华人民共和国证券法》《上海证券交 易所股票上市规则》《浙江华友钴业股份有限公司章程》等有关规定，结合本公 司实际情况，特制定本办法。 第二章 管理目标与原则 第二条 投资者关系管理是指本公司以各种方式开展投资者关系活动，加强 与投资者之间的沟通，增进投资者对本公司了解和认同的战略管理行为。 第三条 投资者关系管理的目标 （一） 促进本公司与投资者之间的良性关系，增进投资者对本公司的了解 和熟悉。 （二） 建立稳定和优质的投资者基础，获得长期的市场支持。 （三） 形成尊重投资者、服务投资者的管理理念。 第四条 投资者关系管理的基本原则 （一）合规性原则。投资者关系管理应当在依法履行信息披露义务的基础上 开展，符合法律、法规、规章及规范性文件、行业规范和自律规则、公司内部规 章制度，以及行业普遍遵守的道德规范和行为准则。 （ ...

Core Viewpoint - The document outlines the regulations and guidelines for Zhejiang Huayou Cobalt Co., Ltd. regarding securities investment, futures, and derivatives trading, emphasizing risk control and compliance with legal frameworks [1][2]. Group 1: General Principles - The company must conduct securities investment, futures, and derivatives trading in a legal, prudent, safe, and effective manner, establishing robust internal control systems to manage investment risks [1]. - The company is prohibited from using raised funds for securities investment, futures, and derivatives trading, ensuring that the primary business development remains the focus [2]. - All trading activities must be conducted in the company's name, and the company must maintain a professional team with a thorough understanding of the associated risks and controls [2]. Group 2: Approval Authority - Securities investments exceeding 10% of the latest audited net assets and over 10 million RMB require board approval and timely information disclosure [3]. - For investments exceeding 50% of the latest audited net assets and over 50 million RMB, board approval is needed, followed by shareholder meeting approval [3]. - Futures and derivatives trading must include a feasibility analysis report submitted to the board, with independent directors providing special opinions [4]. Group 3: Professional Management - A leadership group is established under the general manager to oversee the implementation of trading strategies and monitor execution progress [5]. - The market and funding departments are designated as specialized management bodies for futures and foreign exchange hedging, responsible for feasibility analysis and transaction operations [5][7]. - The finance department is tasked with accounting for trading activities, ensuring proper accounting policies and record-keeping are in place [7]. Group 4: Risk Control - Strict separation of duties is mandated, ensuring that trading personnel do not overlap with finance, audit, or risk control staff [8]. - The audit department is responsible for periodic audits and supervision of trading activities, reporting any projects that do not meet expected benefits to the board [9]. - Appropriate stop-loss limits must be established for various futures and derivatives, with a clear process for handling losses [10]. Group 5: Information Disclosure - The company must disclose the purpose, types, tools, and expected margins of futures and derivatives trading, along with risk warnings [11]. - Any confirmed losses or floating losses reaching 10% of the latest audited net profit and exceeding 10 million RMB must be disclosed promptly [12]. - The effectiveness of hedging relationships must be reassessed and disclosed if losses occur, detailing the reasons for any discrepancies in expected outcomes [12].