证券代码：600348 证券简称：华阳股份 公告编号：2025-026 债券代码：240807 债券简称：华阳 YK01 债券代码：240929 债券简称：华阳 YK02 债券代码：241770 债券简称：24 华阳 Y1 债券代码：241771 债券简称：24 华阳 Y2 债券代码：241972 债券简称：24 华阳 Y4 山西华阳集团新能股份有限公司 第八届监事会第十五次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 （一）本次监事会会议的召开符合有关法律、行政法规、部门规章、规范 性文件和《公司章程》的规定。 （二）本次监事会会议的通知和资料于 2025 年 8 月 18 日以电子邮件和书 面方式发出。 （三）本次监事会会议于 2025 年 8 月 29 日（星期五）上午 11:00 在山西 华阳集团新能股份有限公司会议室以现场方式召开。 （四）本次监事会会议应出席监事 7 名，实际出席监事 7 名。 （五）公司监事会主席陆新先生主持本次会议。 二、监事会会议审议情况 （一）关于 2 ...

Core Viewpoint - Shanxi Huayang Group New Energy Co., Ltd. has revised its articles of association and related rules, including the cancellation of the supervisory board, transferring its responsibilities to the audit committee of the board of directors [2][3]. Summary by Sections - **Company Structure Changes** - The company has decided to cancel the supervisory board and transfer its powers to the audit committee of the board of directors [2]. - The articles of association have been amended to reflect these changes, including the definition of the legal representative and the responsibilities of the board [2][3]. - **Amendments to Articles of Association** - The first article emphasizes the establishment of a modern enterprise system to maintain the company's organization and behavior [2]. - The third article confirms the company's establishment under the approval of the Shanxi Provincial Government and its registration details [2]. - The ninth article specifies that the general manager will serve as the legal representative of the company [2]. - The twelfth article defines senior management personnel, including the general manager and other key positions [2]. - The sixteenth article outlines the principles for issuing shares, ensuring equal rights for all shareholders [2][3]. - **Shareholder Rights and Responsibilities** - Shareholders have the right to receive dividends and participate in decision-making processes [5]. - The company must ensure that shareholders can exercise their rights without undue restrictions [5][6]. - The articles specify the obligations of shareholders, including compliance with laws and regulations [10][11]. - **Decision-Making Processes** - The company’s shareholders' meeting is the authority for major decisions, including changes to the articles of association and financial matters [13][14]. - Specific provisions are included for the approval of external guarantees and significant transactions [14][15]. - **Meeting Procedures** - The company must notify shareholders of meetings in advance, detailing the agenda and voting rights [19][20]. - Provisions are made for proxy voting and the requirements for valid proxies [20][21].

Meeting Information - The second extraordinary general meeting of shareholders for 2025 is scheduled for September 22, 2025, at 10:00 AM [1] - The meeting will be held at the conference room of Shanxi Huayang Group New Energy Co., Ltd. [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Details - Online voting will be available on the day of the meeting from 9:15 AM to 3:00 PM [2] - Specific voting times through the trading system are from 9:15 AM to 9:25 AM, 9:30 AM to 11:30 AM, and 1:00 PM to 3:00 PM [2] - Shareholders with multiple accounts can aggregate their voting rights across all accounts [4] Meeting Agenda - The meeting will review non-cumulative voting proposals, with details published in prior announcements [3] - There are no related shareholders required to abstain from voting [3] Attendance Requirements - Shareholders registered by the close of business on September 15, 2025, are entitled to attend the meeting [5] - Registration for attendance can be done via email for remote shareholders, while corporate shareholders must have their legal representatives or authorized agents present [5][6] Registration Process - Registration will take place on September 19, 2025, from 9:00 AM to 11:00 AM and 3:00 PM to 5:00 PM [5] - Required documents for registration include identification and shareholder account cards [6] Contact Information - The meeting contact persons are Lu Xinbao and Yu Yang, with a provided contact number and email for inquiries [6]

Core Viewpoint - The report assesses the ongoing financial risks associated with the Yangquan Coal Industry Group Financial Co., Ltd., highlighting its compliance with regulatory requirements and the effectiveness of its risk management practices [1][8]. Group 1: Basic Information of the Financial Company - The financial company was established through the acquisition and restructuring of the original Sihua Group Financial Company, with a registered capital of approximately 122.74 million yuan, representing 6.90% of the total capital [1]. - The financial company is located in Yangquan City, Shanxi Province, and operates under a non-banking financial business license [2]. Group 2: Risk Management Overview - The financial company has established a robust risk management framework, including a board of directors and various committees responsible for risk oversight [2][4]. - A risk management committee is in place to evaluate and supervise risk control measures, ensuring compliance with internal policies and regulatory standards [4][6]. Group 3: Financial Performance - As of June 30, 2025, the financial company reported total assets of 18.02 billion yuan, with a total liability of 13.61 billion yuan, resulting in owner’s equity of 4.42 billion yuan [7]. - The company’s operating income for the first half of 2025 was approximately 196.75 million yuan, with a net profit of about 111.83 million yuan [7]. Group 4: Regulatory Compliance - The financial company meets all regulatory indicators as stipulated by the Enterprise Group Financial Company Management Measures, ensuring its operations are within legal frameworks [8]. - The company has not encountered any significant deficiencies in risk control related to financial reporting, fund management, or credit operations since its establishment [8].

Core Points - The article outlines the information disclosure management system of Shanxi Huayang Group New Energy Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company, shareholders, and investors [1][2][3] Group 1: Basic Principles of Information Disclosure - Information disclosure obligations must be fulfilled in a timely manner, ensuring that the information is true, accurate, complete, and clear, without any misleading statements or omissions [2][3] - The company and its executives are responsible for ensuring the authenticity and completeness of disclosed information, and must make declarations if there are disagreements regarding the information [2][3] - Voluntary disclosures must not conflict with legally required disclosures and should adhere to the principle of fairness [2][3] Group 2: Disclosure Content and Standards - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6] - Annual reports must include key company information, major accounting data, and significant events affecting the company [7][8] - If the company anticipates significant changes in performance, it must issue performance forecasts in a timely manner [11][12] Group 3: Management of Disclosure Responsibilities - The board of directors and senior management must ensure that information disclosure documents are prepared and submitted on time [18][19] - The board secretary is responsible for coordinating information disclosure activities and ensuring compliance with regulations [19][20] - Shareholders and actual controllers must inform the company of any significant changes in their shareholding or control status [20][21] Group 4: Legal Responsibilities and Penalties - The company and its executives are held accountable for the truthfulness and completeness of disclosed information, with penalties for violations of disclosure regulations [54][55] - Any individual or entity leaking insider information or engaging in insider trading will face penalties under the Securities Law [58][59] - The company must respond to inquiries from regulatory authorities regarding its disclosure practices [54][55]

Core Points - The document outlines the management system for the temporary suspension and exemption of information disclosure by Shanxi Huayang Group New Energy Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][5] - The company must disclose information truthfully, accurately, completely, timely, and fairly, and cannot misuse the suspension or exemption to evade disclosure obligations or mislead investors [1][2] Group 1 - The company and other obligated parties must follow relevant regulations when applying for temporary suspension or exemption of information disclosure [1][2] - Information that involves state secrets or commercial secrets may be exempted from disclosure if it meets specific criteria [2][3] - The company must maintain confidentiality regarding state secrets and cannot use the excuse of confidentiality for business promotion [2][3] Group 2 - If the reasons for temporary suspension or exemption are eliminated, the company must disclose the information promptly [3][4] - The internal review process for applying for temporary suspension or exemption includes written applications and approvals from the board secretary and chairman [4][5] - The company must keep records of all temporary suspension or exemption actions for at least ten years [4][5] Group 3 - The company is required to submit relevant registration materials regarding temporary suspension or exemption to the Zhejiang Securities Regulatory Bureau and the Shanghai Stock Exchange within ten days after the publication of periodic reports [5] - The document emphasizes that any matters not covered will be executed according to relevant laws and regulations [5][6] - The board of directors holds the authority to interpret and modify this management system [5][6]

山西华阳集团新能股份有限公司 独立董事工作制度 第一章 总 则 第一条 为进一步完善山西华阳集团新能股份有限公司（以下简称"公司"） 治理结构，强化对内部董事和经理层的约束和激励，保护中小投资者及利益相关 者利益，促进公司规范运作，根据《上市公司独立董事管理办法》 （以下简称《管 理办法》）、《上市公司治理准则》等法律、法规和规范性文件以及《公司章程》 的相关规定，制定本制度。 第二条 本制度适用于山西华阳集团新能股份有限公司独立董事的工作管理。 第二章 独立董事的一般规定 第三条 公司设独立董事，建立独立董事制度。根据公司章程规定，独立董 事占公司董事会成员的比例不得低于三分之一，且其中至少包括一名会计专业人 士。 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主要股东、 实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客观判 断关系的董事。 独立董事原则上最多在三家境内公司担任独立董事，并应当确保有足够的时 间和精力有效地履行独立董事的职责。 第四条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、中国证券监督管理委员会（以下简称中国证监会）规定、证券交易所 ...

山西华阳集团新能股份有限公司 关联交易管理制度 第一章 总 则 第一条 为保证山西华阳集团新能股份有限公司股份有限公司（以下简称"公 司"）与关联方之间的关联交易符合公平、公正、公开的原则，确保公司的关联 交易行为不损害公司和非关联股东的合法权益，根据《中华人民共和国公司法》 《中华人民共和国证券法》《上海证券交易所股票上市规则》等有关法律、法规、 规范性文件及《山西华阳集团新能股份有限公司股份有限公司章程》（以下简称 "《公司章程》"）的有关规定，结合公司实际情况，制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文件 及《公司章程》规定外，还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则，协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则,关联交易的价格原则 上不能偏离市场独立第三方的价格或收费的标准。 第五条 公司股东、董事、高级管理人员不得利用其关联关系损害公司利益。 违反规定的，给公司造成损失的，应当承担赔偿责任。 第二章 关联交易及关联人 第六条 关联交易是指公司、控股子公 ...

Core Points - The document outlines the rules and regulations governing the board of directors of Shanxi Huayang Group New Energy Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance operational efficiency [2][3]. Group 1: Board Composition and Responsibilities - The board consists of 9 directors, with independent directors making up at least one-third of the board, including at least one accounting professional [3][4]. - The board is responsible to the shareholders' meeting and has the authority to make decisions on significant transactions without shareholder approval under certain conditions [4][5]. - The board has established specialized committees, including audit, strategy, nomination, and remuneration committees, which report to the board and operate under its authorization [3][4]. Group 2: Decision-Making Authority - The board can decide on matters such as purchasing or selling significant assets exceeding 10% of the company's audited total assets within a year, and other major transactions as defined by the stock listing rules [4][5]. - Certain major investment projects require shareholder approval, particularly those exceeding 10% of the company's audited net assets or involving significant financing [4][5]. Group 3: Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [8][9]. - Meeting notifications must be sent out in advance, with different timelines for regular and temporary meetings [10][11]. - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [25][26]. Group 4: Voting and Record-Keeping - Voting is conducted by a show of hands or written ballots, with specific rules for independent directors regarding conflicts of interest [17][18]. - Meeting minutes must be recorded, detailing attendance, decisions made, and any dissenting opinions from independent directors [44][45]. - The board's resolutions must be announced in accordance with stock listing rules, ensuring transparency and accountability [50][51].

Core Points - The document outlines the rules for the shareholders' meeting of Shanxi Huayang Group New Energy Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company emphasizes the importance of timely and lawful convening of shareholders' meetings, including annual and temporary meetings [4][6] - The rules specify the procedures for proposing and notifying shareholders' meetings, including the rights of shareholders to propose temporary meetings [7][9] Group 1 - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [3][4] - Shareholders' meetings can be held in person or via online voting, with provisions for notifying changes in meeting locations [4][5] - Legal opinions must be obtained on the legality of the meeting's procedures, attendance qualifications, and voting results [6][7] Group 2 - The board of directors is responsible for convening meetings within specified timeframes, and independent directors can propose temporary meetings [8][9] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting, and if the board fails to respond, they can approach the audit committee [10][11] - The audit committee or shareholders can independently convene meetings if the board does not fulfill its responsibilities [12][13] Group 3 - Proposals for meetings must be within the scope of the shareholders' authority and comply with legal and regulatory requirements [14][15] - Notifications for meetings must include detailed information about the agenda, voting procedures, and the rights of shareholders to attend [16][17] - The company must ensure that all proposals are clearly communicated to shareholders prior to the meeting [18][19] Group 4 - The rules outline the voting process, including the distinction between ordinary and special resolutions, and the required majority for approval [40][41] - Shareholders must be informed of the voting results and the details of the resolutions passed during the meeting [58][59] - The company is required to maintain records of the meeting and ensure compliance with disclosure requirements [29][30]