Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Hongyuan Green Energy Co., Ltd. [1][2] - The committee is responsible for formulating assessment standards and compensation policies for the company's directors and senior management [1][3] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on relevant laws and regulations [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on job responsibilities and market standards, conducting annual performance evaluations, and supervising the execution of the compensation system [9] - Any compensation plans proposed by the committee must be approved by the board and submitted for shareholder review [11][12] Group 3: Decision-Making Procedures - The committee must notify all members five days prior to meetings, and decisions require a two-thirds majority attendance [14][15] - Meetings can be held in person or via communication methods, and all proceedings must be documented [16][22] Group 4: Additional Provisions - The committee may invite company directors and senior management to attend meetings but without voting rights [18] - The committee's guidelines are subject to modification by the board and take effect upon board approval [27]

Core Viewpoint - The company has established a specialized management system for the storage and use of raised funds to enhance the efficiency of fund utilization and protect investors' legal rights [1][2]. Fund Storage - Raised funds must be stored in a dedicated account approved by the board of directors, and cannot be used for non-raising purposes [7][8]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [8][3]. Fund Usage - The company must adhere to strict approval procedures for fund usage, ensuring that all expenditures are documented and approved by relevant authorities [9][10]. - Funds should primarily be used for the main business operations, and any changes in usage must be approved by the board and disclosed [10][20]. - If the actual use of funds deviates from the planned usage due to unforeseen circumstances, the company must report to the board and disclose the reasons [9][10]. Management and Supervision - The company is required to disclose the actual usage of raised funds accurately and completely, with a special report submitted to the board every six months [25][15]. - Independent directors and the audit committee must continuously monitor the management and usage of raised funds [26][27]. Changes in Fund Usage - Any changes to the investment projects funded by raised funds must be approved by the board and shareholders, with independent opinions required [20][22]. - If there are surplus funds after project completion, they can only be used for other projects after board approval [18][19].

Core Viewpoint - The company has established a comprehensive remuneration management system for its directors and senior management to enhance motivation and improve operational efficiency, aligning with relevant laws and regulations [1][2][6] Group 1: Principles of the Remuneration Management System - The remuneration management system adheres to principles of fairness, responsibility, long-term development, and a balance between incentives and constraints [2][5] - The system aims to ensure that remuneration reflects the company's scale, performance, and external market levels [2][5] Group 2: Performance Assessment Framework - The performance assessment framework includes the general manager, the remuneration and assessment committee, the board of directors, and the shareholders' meeting [4] - The shareholders' meeting is responsible for approving annual operational goals, equity incentive plans, and remuneration schemes for directors [4][5] Group 3: Roles and Responsibilities - The board of directors drafts annual operational plans and submits them for shareholder approval, while also reviewing remuneration management systems [4][5] - The remuneration and assessment committee is tasked with drafting or proposing amendments to the remuneration management system and approving performance assessment plans [3][4] Group 4: Components of Remuneration - Directors and senior management remuneration consists of a basic salary and performance rewards, with independent directors receiving only a basic salary [3][4] - The basic salary is determined based on position, responsibility, capability, and market salary trends, and is paid monthly [4][5] Group 5: Performance Rewards - Performance rewards are based on annual operational goals and individual performance assessments, with adjustments limited to a maximum of 10% from the previous year's approved amount [4][5] - Specific conditions under which remuneration and performance rewards will not be granted include serious violations of company policies and significant harm to company interests [5][6] Group 6: Adjustments and Special Rewards - The remuneration system is designed to adapt to changes in the company's operational status and is influenced by industry salary trends, inflation, profitability, and strategic adjustments [5][6] - The board may approve temporary special rewards or penalties for directors and senior management, with total amounts not exceeding the previous year's total remuneration [5][6]

Core Viewpoint - The document outlines the management system for related party transactions of Hongyuan Green Energy Co., Ltd, aiming to regulate such transactions to protect the interests of the company and its shareholders, especially minority investors [1][2]. Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should be fair, just, and transparent, with related parties abstaining from voting on matters where they have a conflict of interest [1][2][3]. - The board of directors should assess whether related party transactions are beneficial to the company, potentially seeking independent evaluations [1][2]. Group 2: Definition and Scope - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. - The types of related party transactions include resource transfers, obligations, and various financial arrangements [3][4]. Group 3: Reporting and Disclosure - Company directors and significant shareholders must report related party relationships to the board for proper management [4][5]. - Transactions exceeding certain thresholds must be disclosed and approved by the board and, in some cases, the shareholders [6][7]. Group 4: Pricing and Management - Related party transactions must be documented with clear pricing agreements, following principles of national pricing, market pricing, or negotiated pricing [5][6]. - The finance department is responsible for tracking market prices and cost changes related to these transactions [6][7]. Group 5: Special Procedures for Daily Transactions - Daily related party transactions must follow specific procedures for approval and disclosure, including annual reporting of their execution [12][13]. - If the total transaction amount exceeds expected limits, the company must re-evaluate and disclose accordingly [12][13]. Group 6: Compliance and Oversight - The audit committee is tasked with overseeing the compliance of related party transactions, ensuring proper procedures are followed [10][11]. - Related directors and shareholders must abstain from voting on transactions where they have a conflict of interest [10][11]. Group 7: Implementation and Amendments - The management system will be effective upon approval by the shareholders' meeting and will be subject to amendments based on legal and regulatory changes [15][16].

General Provisions - The implementation rules for the cumulative voting system aim to improve the corporate governance structure of Hongyuan Green Energy Co., Ltd. and protect the interests of minority shareholders [1] - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate or distribute their votes [1] Nomination of Directors - The nomination of directors must be within the limits set by the company's articles of association, and the board of directors will propose candidates after approval by the nomination committee [2] - Shareholders holding more than 1% of the company's issued shares have the right to nominate candidates for both independent and non-independent directors [2][3] - Candidates must submit complete personal information and confirm their eligibility to serve as directors [3] Voting Procedures - The voting process for directors will be clearly explained to shareholders, including the method of cumulative voting [4] - Each shareholder's cumulative voting power is calculated by multiplying the number of shares they hold by the number of directors to be elected [4][5] - Votes can only be cast as approval votes, and any excess votes or votes for more candidates than allowed will be considered invalid [5] Confirmation of Election - Directors are elected based on the total votes received, with a requirement that the total votes exceed half of the voting rights held by shareholders present at the meeting [7] - In case of a tie in votes among candidates, a re-election will be held within two months to fill the vacancies [7][8] Miscellaneous - Any matters not covered by these rules will be governed by relevant national laws, regulations, and the company's articles of association [8]

Core Points - The document outlines the external investment management system of Hongyuan Green Energy Co., Ltd, aiming to strengthen internal control, manage external investments, and enhance investment efficiency while safeguarding the company's image and investors' interests [1][2]. Group 1: General Principles - External investments are defined as actions taken by the company to invest resources such as cash, physical assets, or intangible assets into other organizations or individuals for long-term returns [1]. - The basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [2]. Group 2: Approval Authority - Investments meeting certain thresholds require board approval followed by shareholder approval, including investments exceeding 50% of total assets with an absolute amount over 50 million RMB or exceeding 5 million RMB [7]. - Investments below specified thresholds can be decided by the board or management according to internal guidelines [3][4]. Group 3: Organizational Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and management, each operating within their authority [8]. - The board's Strategic and Sustainable Development Committee is responsible for coordinating and analyzing external investment projects [9]. Group 4: Investment Management - External investments are categorized into short-term and long-term investments, with specific procedures outlined for each type [15][16]. - Short-term investments are defined as those that can be liquidated within a year, while long-term investments are those that cannot be easily liquidated [15][16]. Group 5: Financial Management and Auditing - The finance department is responsible for maintaining complete accounting records of external investments and ensuring compliance with accounting standards [34][35]. - Regular audits and financial reporting are mandated to monitor the financial health of investments and ensure the company's interests are protected [41][42]. Group 6: Information Disclosure - The company must adhere to legal and regulatory requirements for information disclosure related to external investments [43][44]. - Confidentiality obligations are imposed on all personnel with knowledge of undisclosed investment matters [44]. Group 7: Miscellaneous - The investment management system is subject to revisions based on changes in national laws or company regulations, with the board responsible for interpretation and amendments [47][49].

General Principles - The rules are established to protect the legal rights of all shareholders of Hongyuan Green Energy Co., Ltd. and ensure the effective operation of the shareholders' meeting [1] - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [1][3] Shareholder Meeting Procedures - The board of directors is responsible for organizing the shareholders' meeting and must do so diligently and on time [3][4] - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [4][5] Voting and Proposals - Shareholders holding more than 10% of the shares can request a temporary shareholders' meeting [5] - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [14][17] - The notice for the annual meeting must be sent 20 days in advance, while for temporary meetings, it must be sent 15 days in advance [16][18] Voting Rights and Procedures - Each share carries one voting right, and shareholders must register to attend the meeting [21][30] - Voting can be conducted through various methods, including in-person and online [25][27] - The results of the voting must be announced immediately after the meeting, and the resolutions must be disclosed promptly [47][59] Execution of Resolutions - The board of directors is responsible for executing the resolutions made during the shareholders' meeting [60][62] - The profit distribution plan must be completed within two months after approval by the shareholders' meeting [63]

General Principles - The purpose of the external guarantee decision-making system is to protect investors' rights, regulate external guarantee behavior, control risks, and promote the company's stable development [1] - External guarantees refer to the company providing guarantees for the debts of others, including guarantees for its subsidiaries [1][2] - All external guarantees must be managed uniformly by the company and require approval from the board of directors or shareholders' meeting [2] Principles of External Guarantees - The company must adhere to principles of prudence, equality, care, safety, voluntariness, integrity, and compensation when providing guarantees [2] - Independent directors are required to provide special reports on the company's external guarantees in the annual report [2] Conditions for Providing Guarantees - The board of directors must review the financial status, operational conditions, and creditworthiness of the guaranteed party before making a decision [3] - The applicant for a guarantee must submit a guarantee application detailing the debt situation, risk assessment, and necessary documentation [3][4] Approval Process - The finance department is responsible for the initial review of guarantee applications and must submit findings in writing [4][5] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets or 30% of total assets, require shareholder approval [5][6] Execution and Risk Management - Written guarantee contracts must be established after approval, and the finance department is responsible for daily management of guarantees [7][8] - The company must monitor the financial status of the guaranteed party and take necessary actions if there are significant changes [8][9] Information Disclosure - Relevant documents regarding external guarantees must be submitted to the board of directors in a timely manner [10] - Information disclosure must comply with the listing rules and the company's information disclosure management system [10] Responsibilities of Personnel - All directors must strictly review external guarantee matters according to the system and bear joint liability for any losses caused by violations [10][11] - Management personnel who exceed their authority in approving guarantees may face legal consequences if losses occur [11][12] Miscellaneous - The external guarantee system applies to the company's subsidiaries as well [12] - The system becomes effective upon approval by the board of directors and shareholders' meeting [12][13]

General Principles - The rules are established to clarify the responsibilities and decision-making processes of the board of directors, ensuring effective governance and scientific decision-making [1][2][3] Composition and Powers of the Board - The board of directors is responsible to the shareholders' meeting and is composed according to the company's articles of association [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans and investment proposals, and managing internal structures [1][2] Chairman of the Board - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [3][4] Board Secretary - The company appoints a board secretary responsible for preparing meetings, managing documents, and handling information disclosure [4][5] - The board secretary must have relevant experience and knowledge in finance, law, and management [4][5] Committees of the Board - The board establishes specialized committees, including strategy, nomination, audit, and remuneration committees, each with specific responsibilities and majority independent director representation [6][7][8] - Each committee must submit proposals to the board for approval [8][9] Meeting Procedures - Board meetings can be regular or temporary, with specific procedures for convening and notifying members [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [12][13] Decision-Making and Voting - Proposals must be clear and within the board's authority, with specific requirements for submission and approval [14][15] - Voting procedures include provisions for conflicts of interest and the need for independent directors' approval for certain matters [16][17] Record Keeping - Detailed records of meetings, including attendance, discussions, and decisions, must be maintained for a minimum of ten years [18][19] Amendments to Rules - The rules may be amended in response to changes in laws, regulations, or company articles, requiring shareholder approval [20][21]

Core Points - The company, Hongyuan Green Energy Co., Ltd., was established as a joint-stock company from a limited liability company, with its registration in Wuxi City and a registered capital of RMB 679,022,202 [2][3] - The company issued 31.5 million shares of ordinary stock to the public on November 23, 2018, approved by the China Securities Regulatory Commission [2] - The company's operational purpose focuses on customer satisfaction, high-quality market expansion, honest service, and practical innovation for development [4] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [2] - The company is a permanent joint-stock entity, with the chairman serving as the legal representative [3] Chapter 2: Business Objectives and Scope - The company's business scope includes manufacturing, processing, and selling CNC machine tools, automation control equipment, and photovoltaic equipment, among others [4][5] Chapter 3: Shares - The company has a total of 679,022,202 shares, all of which are ordinary shares, and the issuance follows principles of openness, fairness, and justice [6][18] - The company can increase or decrease its registered capital through resolutions passed at the shareholders' meeting [7][21] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [12][13] - The company must hold annual and temporary shareholders' meetings, with specific procedures for calling and conducting these meetings [46][48] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals for shareholders' meetings must fall within the scope of the shareholders' authority and be clearly defined [56] - Notifications for meetings must include details such as time, location, and agenda, ensuring transparency for all shareholders [59] Chapter 6: Voting and Resolutions of Shareholders' Meetings - Resolutions can be ordinary or special, with different voting thresholds required for each type [78][80] - Each share carries one vote, and the company must ensure that the interests of minority investors are considered during significant decisions [81]