证券代码：603185 证券简称：弘元绿能 债券代码：113642 债券简称：上 22 转债 弘元绿色能源股份有限公司 摘要 六、本员工持股计划中有关公司业绩考核指标的描述不代表公司的业绩预测， 亦不构成业绩承诺。 弘元绿色能源股份有限公司 二〇二五年九月 声明 弘元绿色能源股份有限公司及董事会全体成员保证本员工持股计划及其摘 要不存在虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、完整性承 担个别和连带的法律责任。 风险提示 一、公司 2025 年员工持股计划将在公司股东（大）会审议通过后方可实施， 本员工持股计划能否获得公司股东（大）会批准，存在不确定性。 二、有关本员工持股计划的具体资金来源、出资比例、实施方案等属初步结 果，能否完成实施，存在不确定性。 三、若员工认购资金较低，则本员工持股计划存在不能成立的风险；若员工 认购资金不足，本员工持股计划存在低于预计规模的风险。 四、本员工持股计划实施所产生的相关成本或费用的摊销可能对公司相关年 度净利润有所影响。 五、股票价格受公司经营业绩、宏观经济周期、国际/国内政治经济形势及 投资者心理等多种复杂因素影响。因此，股票交易是有一定风险的投资活动，投 ...

Core Viewpoint - The company, Shanghai Gui Jiu Co., Ltd., will hold a performance briefing on September 12, 2025, to discuss its 2025 semi-annual results and financial status with investors [1][2]. Group 1: Meeting Details - The performance briefing is scheduled for September 12, 2025, from 15:00 to 16:00 [1][2]. - The meeting will be conducted online via the "Yue Diao Yan" platform [1][2]. - Investors can submit questions from September 9 to September 11, 2025, and the company will address common inquiries during the briefing [1][2]. Group 2: Participants - Key participants include the General Manager, Mr. Zhu Nuo, Independent Director, Mr. Ge Junjie, Financial Officer, Ms. Zhou Miao, and the Chairman and Secretary of the Board, Mr. Chen Qi [2]. Group 3: Participation Methods - Investors can join the meeting through the "Yue Diao Yan" platform or by scanning a provided QR code [3]. - Contact information for the company's Securities Affairs Department is provided for further inquiries [3]. Group 4: Additional Information - After the briefing, investors can access the meeting's details and main content on the "Yue Diao Yan" platform [3]. - All information is subject to the disclosures made by the company on designated media and the Shanghai Stock Exchange website [3].

Core Viewpoint - The document outlines the management measures for related party transactions of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to standardize related transactions, protect the rights of shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and compliance in decision-making and information disclosure [2][3]. - Related transactions are defined as matters involving the transfer of resources or obligations between the company and its related parties [1][4]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling or significantly influencing the company [5][6]. - Specific criteria for identifying related legal entities and natural persons are provided, including ownership thresholds and positions held within the company [6][7]. Group 3: Decision-Making and Voting Procedures - Related parties must abstain from voting on matters concerning related transactions to protect the company's interests [5][6]. - The board of directors must consist of a majority of non-related directors for decisions on related transactions to be valid [5][6]. Group 4: Disclosure Requirements - Transactions exceeding certain monetary thresholds must be disclosed and submitted for board approval, with specific amounts set for transactions with natural persons and legal entities [13][14]. - Daily related transactions can be exempt from audit or assessment if they meet certain criteria and are disclosed in annual and semi-annual reports [7][8]. Group 5: Pricing of Related Transactions - Related transactions must be priced fairly, with guidelines provided for determining prices based on market standards or comparable transactions [28][29]. - If pricing cannot be determined by standard methods, the company must disclose the principles and methods used for pricing [31]. Group 6: Major Related Transactions - Major related transactions are defined as those meeting specific thresholds and require independent director approval and audit committee review before board consideration [11][12]. - The company must ensure that any major related transactions do not adversely affect the interests of minority shareholders [26][27].

General Principles - The management system for the departure of directors and senior management aims to standardize the departure procedures, ensuring stability in corporate governance and protecting shareholders' rights [1][2] - The system applies to various departure scenarios, including term expiration, resignation, dismissal, and other reasons [1] Departure Procedures - Directors must submit a written resignation report stating the reasons for their departure, which takes effect upon receipt by the company [2] - The company is required to disclose the resignation details within two trading days, including reasons and impacts, especially for independent directors [2][3] - If a director is dismissed, the company must notify them and allow for a defense at the shareholders' meeting before a vote is taken [3] Responsibilities and Obligations - Departing directors and senior management must complete all handover procedures within five days of leaving, including transferring relevant documents and files [4] - They are required to continue fulfilling any public commitments made during their tenure, even after departure [5] - Departing individuals must not interfere with the company's operations or harm shareholder interests post-departure [5] Shareholding Management - Departing directors and senior management are prohibited from transferring their shares within six months of leaving [6] - Any changes in shareholding must comply with specific regulations, including a 25% limit on share transfers during their term and six months post-termination [6] Final Provisions - The system will be revised in accordance with new laws or regulations, and the board of directors is responsible for its interpretation [6]

第一条 为进一步规范公司董事、高级管理人员及证券从业人员执业行为，促使 其系统了解证券法律法规内容，熟悉证券市场知识，不断提高自律意识，切实履行职 责，推动上市公司规范运作，制定本制度。 第二条 本制度适用于公司所有董事、高级管理人员及证券业务人员。 第三条 培训内容主要包括国内外资本市场基本状况，上市公司运作法律框架， 上市公司董事、高级管理人员的权利、义务和法律责任，上市公司信息披露基本要求， 上市公司内控制度，公司治理的基本原则，上市公司关联交易政策，最新会计准则以 及境内外证券市场融资和并购等最新政策法规。 山东华鲁恒升化工股份有限公司 董事、高级管理人员、证券业务人员培训制度 （二〇二五年九月四日修订） （四）选择培训内容和培训教材。 第八条 证券部的职责 （一）及时收集中国证监会、上海证券交易所发布的上市公司高级管理人员培训 信息。 （二）及时收集整理境内外证券市场最新法律法规及政策； 第四条 培训方式包括参加中国证监会等监管机构组织实施的上市公司董事、高 级管理人员的任职资格培训和岗位培训、参加相关专题培训班、邀请专家进行专题讲 座、结合重点及难点问题考察优秀上市公司、自学等形式。 第五条 培训 ...

Core Viewpoint - Shandong Hualu Hengsheng Chemical Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with the new Company Law and related regulations [1][2]. Group 1: Abolishment of Supervisory Board - The company will no longer establish a supervisory board or supervisors, transferring the supervisory functions to the audit committee of the board of directors [2][3]. - The decision aligns with the requirements for standardized operations of listed companies as per the new Company Law effective from July 1, 2024 [1][2]. Group 2: Amendments to Articles of Association - The company plans to revise its articles of association and related rules to improve governance structures and adapt to the needs of standardized operations [2][3]. - Key changes include the removal of terms related to "supervisors" and "supervisory board," replacing them with references to the audit committee [2][3]. Group 3: Governance Structure - The amendments aim to protect the rights of shareholders, creditors, and employees while ensuring compliance with the new legal framework [3][4]. - The revised articles will also standardize the terminology used in governance documents, such as changing "shareholder meeting" to "shareholders' meeting" [2][3].

山东华鲁恒升化工股份有限公司 控股子公司管理办法 （二〇二五年九月四日修订） 第二条 本办法所称控股子公司指公司持有的股权比例超过 50%以上的子公司；或 者持有股权的比例不足 50%，但按照公司出资额或者持有的股份所享有的表决权足以对 股东会的决议产生重大影响、或者能通过协议或其他安排实现实际支配的子公司。 第三条 公司各职能部门、公司向控股子公司委派或推荐的董事、高级管理人员、 财务负责人等对本办法的有效执行负责。 第四条 控股子公司应严格遵守本办法的规定，并根据自身经营特点和环境条件， 制定各自内部管理制度的实施细则。控股子公司控股其他公司的，应参照本办法的要求 逐层建立对其控股子公司的管理控制制度，并接受公司的监督。 第五条 控股子公司的发展战略规划必须服从公司制定的整体发展战略规划，并应 执行公司对控股子公司的各项制度规定。 第二章 治理机构 第六条 公司对控股子公司行使指导、协调、监督、考核等职能，并依据整体制度 规范的需要，有权督促控股子公司依法建立和完善相应的管理制度。 第七条 公司对控股子公司享有如下权利： （一）依法享有投资收益、参与重大决策和选择管理者等权利； （二）提议召开股东会会议， ...

General Provisions - The purpose of the guidelines is to enhance the management level and efficiency of senior management personnel, including the general manager, deputy general managers, and financial officers, while clarifying responsibilities and standardizing work behavior [3][4] - The company has a general manager, deputy general managers, and a financial officer, with their appointments and dismissals determined by the board of directors based on nominations [3][4] Authority of the General Manager - The general manager is responsible to the board of directors and has the authority to report on major contracts, asset utilization, investment situations, and profit and loss [5][6] - The general manager can make decisions on transactions that meet specific criteria, such as asset totals below 10% of the latest audited total assets or transaction amounts below 10% of the latest audited net assets [5][7] - The general manager is responsible for managing the company's production and operations, implementing board resolutions, and proposing the appointment or dismissal of deputy general managers and financial officers [6][8] General Manager's Office Meetings - The general manager's office meetings are held at least once a month, with the general manager convening relevant personnel and notifying them two days in advance [9][10] - The meetings cover annual, quarterly, and monthly operational plans, departmental reports, and important issues requiring resolution [10] Responsibilities and Accountability - Senior management personnel are accountable for their actions, and the company will bear liability for damages caused by their execution of duties, except in cases of intentional misconduct or gross negligence [12]

Group 1 - The company has established a management system for external information users to enhance the management of periodic reports and significant events during their preparation, review, and disclosure periods [1][2] - The board of directors and senior management are required to comply with the information disclosure system and fulfill necessary processes for the transmission, review, and disclosure of periodic reports and significant matters [1][2] - Confidentiality obligations are imposed on directors, senior management, and other relevant personnel during the preparation of periodic reports and planning of significant matters, prohibiting any form of leakage of report contents before official disclosure [1][2] Group 2 - The company must refuse to provide insider information to external parties unless approved by the board of directors, ensuring that related party directors abstain from voting [2][3] - Information provided to specific external information users must not be disclosed earlier than the company's performance announcement, and the content must be at least equal to that of the performance announcement [2][3] - External units or individuals are prohibited from leaking undisclosed significant information and from trading the company's securities based on such information [2][3] Group 3 - The company will seek compensation from external parties for economic losses caused by violations of the established system, and will recover profits from those who trade securities based on undisclosed information [3] - The management system will be interpreted and revised by the company's board of directors, and it will take effect upon approval by the board [3]

Core Points - Shenzhen Zhizheng High Polymer Materials Co., Ltd. plans to acquire the equity and control of Advanced Assembly Materials International Limited through a major asset swap, issuance of shares, and cash payment, while divesting 100% equity of Shanghai Zhizheng New Materials Co., Ltd. [1][2] - The China Securities Regulatory Commission (CSRC) has approved the company's registration application for issuing shares to purchase assets and raise supporting funds, with a total of 29 million shares to be issued to ASMPT Hong Kong Holding Limited and other investors [1][2] - The company is authorized to raise up to 1 billion yuan in supporting funds through the issuance of shares [2] Regulatory Approval - The CSRC's approval is valid for 12 months from the date of issuance [2] - The company must comply with relevant regulations and timely disclose information regarding the transaction [2] - The board of directors will handle the related matters within the stipulated timeframe and ensure compliance with disclosure obligations [2]