Meeting Overview - The 21st temporary meeting of the 9th Board of Directors of Zhongmin Energy was held on August 26, 2025, in Fuzhou, with all 9 directors present [1] - The meeting was chaired by Chairman Guo Zheng and complied with relevant laws and regulations [1] Resolutions Passed - The Board approved the revision of the company's Articles of Association, eliminating the position of supervisors and transferring their responsibilities to the Audit Committee [2] - The revised Articles of Association will be submitted for approval at the 2025 first extraordinary general meeting of shareholders [2] Governance Enhancements - The meeting agreed to revise the Shareholders' Meeting Rules, which will now be referred to as the Shareholders' Meeting Procedures, to enhance the governance of the shareholders' meeting [3] - The Board also approved revisions to the Board Meeting Procedures to strengthen the governance of the Board [3] Independent Director and Related Party Transactions - The meeting approved the revision of the Independent Director Work System to align with the revised Articles of Association and relevant regulations [5] - The Related Party Transaction Decision-Making System was also revised to improve operational standards and protect shareholder rights [5] Audit Committee and Investor Relations - The Board approved the revision of the Audit Committee Working Rules to comply with updated regulations [6] - The Investor Relations Management System was revised to enhance communication with investors and protect the rights of minority shareholders [6] Project Investment - The Board approved the investment in the Changle B District (adjusted) offshore wind farm project, which aligns with the company's strategic direction and offers significant environmental, social, and economic benefits [7] - This project will also be submitted for approval at the 2025 first extraordinary general meeting of shareholders [7] Upcoming Meetings - The company has scheduled the 2025 first extraordinary general meeting of shareholders for September 19, 2025, combining on-site and online voting [7]

中闽能源股份有限公司 关于召开2025年第一次临时股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 证券代码：600163 证券简称：中闽能源 公告编号：2025-030 召开地点：福建省福州市五四路 210 号国际大厦 22 层第一会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 9 月 19 日 至2025 年 9 月 19 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 召开的日期时间：2025 年 9 月 19 日 14 点 30 分 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者 的投票，应按照《上海证券交易所上市公司自律监管指引 ...

Core Points - The document outlines the working system for independent directors at the company, aiming to enhance corporate governance and ensure independent decision-making [1] - Independent directors are defined as individuals who do not hold any other positions within the company and have no direct or indirect interests that could affect their judgment [1][2] - The responsibilities of independent directors include participating in decision-making, supervising potential conflicts of interest, and protecting the rights of minority shareholders [1][25] Group 1 - The company must have independent directors as part of its board, ensuring that they do not serve as independent directors in more than three domestic listed companies [2][3] - Independent directors are required to continuously improve their knowledge of securities laws and regulations and participate in relevant training [2][8] - The company must ensure that independent directors maintain their independence and fulfill their duties without influence from major shareholders or management [1][3] Group 2 - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal reputation [9][11] - Certain individuals, such as those with significant shareholdings or close relationships with major shareholders, are prohibited from serving as independent directors [3][4] - The company must conduct annual evaluations of the independence of its independent directors and disclose the results [5][10] Group 3 - The nomination and election of independent directors must follow a structured process, including obtaining consent from nominees and ensuring that they meet independence criteria [15][17] - Independent directors have the right to independently hire external advisors for audits or consultations [26] - The company is required to provide independent directors with necessary resources and support to fulfill their responsibilities effectively [39][41] Group 4 - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [38][40] - The company is responsible for covering expenses incurred by independent directors while performing their duties [43][44] - A system of liability insurance for independent directors is established to mitigate risks associated with their roles [45]

中闽能源股份有限公司 投资者关系管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为了加强中闽能源股份有限公司（以下简称公司） 与投资者和潜在投资者之间（以下统称"投资者"）的有效沟 通，切实保护投资者特别是中小投资者合法权益，根据《中华 人民共和国公司法》、《中华人民共和国证券法》、《上市公 司投资者关系管理工作指引》、《上海证券交易所股票上市规 则》、《上海证券交易所上市公司自律监管指引第 1 号——规 范运作》《公司章程》及其它有关法律、行政法规、部门规章 和规范性文件的规定，结合本公司实际情况，制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、 信息披露、互动交流和诉求处理等工作，加强与投资者及潜在 投资者之间的沟通，增进投资者对公司的了解和认同，以提升 公司治理水平和企业整体价值，实现尊重投资者、回报投资者、 保护投资者目的的相关活动。 第三条 公司投资者关系管理的基本原则： （一）合规性原则。公司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。 （二 ...

Core Viewpoint - The company has announced an investment of 1.177 billion yuan in the construction of the Changle B Zone (Adjustment) offshore wind farm project, which is expected to enhance its market competitiveness in the offshore wind energy sector [1][3]. Group 1: Investment Overview - The investment project is named Changle B Zone (Adjustment) offshore wind farm [1]. - The total investment for the project is estimated at 1.177 billion yuan [1]. - The project has been approved by the Fujian Provincial Development and Reform Commission [1][2]. Group 2: Investment Entity Information - The investment will be executed through a wholly-owned subsidiary named Fujian Fuzhou Mintou Offshore Wind Power Co., Ltd., established on June 18, 2024 [2]. - The registered capital of the subsidiary is 220 million yuan [2]. - The company will engage in power generation, transmission, and distribution activities [2]. Group 3: Project Details - The offshore wind farm project is located approximately 38 km offshore from the east side of Zhanggang Street, Changle District, Fuzhou City [3]. - The total installed capacity of the project is 114 MW, including offshore wind turbines and an onshore control station [3]. Group 4: Economic Viability - The project is expected to generate approximately 456.542 GWh of electricity annually, with an estimated equivalent full-load hours of 4004.8 hours [3]. - The internal rate of return on capital over the project's lifecycle is projected to be 5.03%, indicating good financial health and profitability potential [3]. Group 5: Strategic Impact - The investment aligns with the company's strategic positioning and development direction, aiming to increase its offshore wind power capacity and create new profit growth points [4]. - The project is expected to enhance the company's competitiveness in the offshore wind energy market, benefiting both the company and its shareholders [4].

Core Viewpoint - The company has revised its Articles of Association to eliminate the position of supervisor and supervisory board, transferring their responsibilities to the audit committee of the board of directors [1][2][3]. Summary by Sections Company Structure - The company will no longer have a supervisory board, with the audit committee taking over its functions [1]. - The current supervisors will be relieved of their duties following the revision [1]. Legal Compliance - The revision aligns with the Company Law of the People's Republic of China, the revised Guidelines for Articles of Association of Listed Companies (2025), and the Shanghai Stock Exchange Listing Rules (April 2025) [1][2]. Corporate Governance - The Articles of Association now emphasize the protection of the rights of shareholders, employees, and creditors [1][3]. - The chairman of the board is designated as the legal representative of the company, with specific provisions for the appointment of a new legal representative within 30 days if the current one resigns [2]. Business Objectives - The company aims to follow national policies on clean energy development, focusing on creating a first-class clean energy enterprise [6]. - The operational scope includes wind power generation, energy investment, and electrical installation, among others [6][7]. Shareholder Rights - Shareholders are entitled to equal rights and obligations based on their shareholdings, with provisions for the transfer and pledge of shares [12][13]. - The company will maintain a shareholder registry as proof of share ownership [12]. Financial Management - The company has set guidelines for capital increase and share issuance, ensuring fairness and transparency in the process [8][9]. - Specific conditions under which the company can repurchase its shares have been outlined, including limits on the total amount of financial assistance provided for share acquisition [10][11]. Meeting Regulations - The company will hold annual and extraordinary shareholder meetings, with specific timelines and procedures for convening these meetings [46][48]. - Legal opinions will be sought to ensure compliance with laws and regulations during shareholder meetings [28].

第一章 总则 第一条 为规范中闽能源股份有限公司（以下简称"公司" 或"上市公司" ）关联交易行为，提高公司规范运作水平，保护 公司和全体股东的合法权益，根据《公司法》、 《证券法》 、《上海 中闽能源股份有限公司 关联交易决策制度 （2025 年 8 月修订） 证券交易所股票上市规则》 （以下简称"《股票上市规则》"） 、《上 海证券交易所上市公司自律监管指引第 5 号—交易与关联交易》 及《公司章程》等规定，制定本制度。 第二条 公司的关联交易应当遵循以下基本原则： （一）符合诚实信用的原则； （二）除法律另有规定外，关联股东应当在股东会上就相关 的关联交易事项回避表决； （三）除法律另有规定外，关联董事应当在董事会上就相关 的关联交易事项回避表决； （四）董事会应当客观判断关联交易的公允性，必要时应当 聘请专业评估机构、独立财务顾问等； （五）关联交易信息披露应当规范。 第二章 关联人及关联交易认定 第三条 公司的关联人包括关联法人（或者其他组织）和 关联自然人。 第四条 具有以下情形之一的法人（或者其他组织） $$,\,\nexists\forall\lambda$$ 司的关联法人（或者其他组织） ： ...

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 70 million shares on June 2, 1998, and has undergone several capital increases and restructuring since then [3][4] - The registered capital of the company is RMB 1,902.996143 billion [4] - The company aims to become a leading clean energy enterprise, focusing on innovation, efficiency, and risk control, while contributing to the national low-carbon energy transition [5][14] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [4][5] - The company has established a party organization in accordance with the Communist Party of China’s regulations [5] - The company’s management includes senior executives such as the general manager, deputy general managers, and financial officers [5] Business Operations - The company’s business scope includes wind power generation, energy investment, electricity production, electrical installation, engineering consulting, and sales of building materials and machinery [14] - The company is committed to following national policies on clean energy development and aims to provide high-quality green energy to society [14] Share Issuance and Capital Management - The company issues shares in a public, fair, and just manner, ensuring equal rights for all shareholders of the same class [6][17] - The total number of shares issued by the company is 1,902.996143 million, all of which are ordinary shares [6][17] - The company can increase its capital through various methods, including issuing shares to unspecified or specific investors [23][24] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company’s articles of association [11][16] - The company’s articles of association provide a legal framework for the relationship between the company and its shareholders, including rights to sue and be sued [5][11] Governance and Decision-Making - The company’s governance structure includes provisions for shareholder meetings, decision-making processes, and the roles of the board of directors [46][80] - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the voting rights present [80][82] - The company must disclose significant decisions and maintain transparency in its operations [13][18]

General Principles - The rules aim to standardize the board's decision-making processes and improve operational efficiency based on relevant laws and regulations [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1][2] Composition and Powers of the Board - The board consists of 9 directors, including 1 chairman and 1 vice-chairman, with a term of three years [2][3] - Independent directors have a duty to act in the best interests of the company and all shareholders, ensuring decision-making and supervision [2][3] - The board has four specialized committees: strategy, audit, nomination, and remuneration, all chaired by independent directors [2][3] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening them [3][4] - Temporary meetings can be called under specific circumstances, such as shareholder or director proposals [4][5] - A quorum requires the presence of more than half of the directors [6][7] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions and conflicts of interest [9][10] - Directors must report any conflicts and abstain from voting on related matters [10][11] - Meeting records must be maintained for 10 years, including details of attendance and voting outcomes [11][12]

General Principles - The rules are established to regulate the behavior of listed companies and ensure shareholders exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Shareholder Meeting Convening - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year and can convene temporary meetings as needed [1][2] - If the company cannot convene a meeting within the specified time, it must report to the regulatory authorities and provide reasons [2] Legal Opinions - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2] Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary proposals 10 days before the meeting [5][6] - The company must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [16][17] Voting Procedures - Shareholders can vote in person or through proxies, and the voting process must be clearly outlined in the meeting notice [21][22] - The company must ensure that all shareholders can attend and vote, and no shareholder can be denied entry [8][9] Meeting Records - The meeting records must include details such as time, location, attendees, and voting results, and must be kept for at least ten years [16][19] Decision Making - Resolutions require a majority or two-thirds majority vote depending on the type of resolution, and results must be announced promptly [40][41] - If a resolution is not passed, it must be specially noted in the announcement [42] Compliance and Legal Obligations - The company must comply with all legal and regulatory requirements, and any disputes regarding the legality of the meeting or resolutions can be taken to court [48][49]