证券代码：600575 证券简称：淮河能源 公告编号：临 2025-039 淮河能源（集团）股份有限公司 第八届监事会第十二次会议决议公告 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。 淮河能源（集团）股份有限公司（以下简称"公司"）第八届监事会第十二次会 议于 2025 年 8 月 29 日在公司二楼二号会议室召开，会议通知于 2025 年 8 月 19 日以 电子邮件的形式向全体监事发出。会议应出席监事 4 人，实际出席 4 人，公司董事长 周涛（代行董事会秘书职责）列席了会议。会议由监事会主席王小波主持，会议的召 开符合《公司法》和《公司章程》的规定。会议逐项审议，并以书面记名表决的方式 通过了如下决议： 一、审议通过了《淮河能源（集团）股份有限公司 2025 年半年度报告》全文及 其摘要 根据《证券法》等相关规定，公司监事会对董事会编制的 2025 年半年度报告发 表如下审核意见： 度的各项规定； 的信息能够从各个方面真实地反映出公司半年度的经营管理和财务状况等事项； 行为。 表决结果：4 票同意，0 票反对，0 票 ...

证券代码：600575 证券简称：淮河能源 公告编号：临 2025-041 淮河能源（集团）股份有限公司 关于召开2025年第二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： 召开地点：安徽省淮南市大通区大通街道居仁村 E 组团商业及服务楼公司二 楼会议室 (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大会网络投票系统 网络投票起止时间：自2025 年 9 月 16 日 至2025 年 9 月 16 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 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第 1 号 — 规范运 作》等有关规定执行 ...

Core Viewpoint - Huaihe Energy Group Co., Ltd. has announced the cancellation of its supervisory board and the revision of its Articles of Association to enhance corporate governance and comply with the new Company Law effective from July 1, 2024 [1][2]. Summary by Sections Cancellation of Supervisory Board - The company plans to abolish the supervisory board and its members, transferring the supervisory responsibilities to the audit committee of the board of directors [2]. - The supervisory board will continue to fulfill its supervisory duties until the shareholders' meeting approves the cancellation [2]. Revision of Articles of Association - The revision includes numerous changes, such as replacing "shareholders' meeting" with "shareholders' assembly" and deleting the section related to the supervisory board [2]. - Specific terms related to the supervisory board have been modified to reflect the new structure, including changes to the titles and responsibilities of the audit committee [2][3]. Key Changes in Articles of Association - The first article now emphasizes the protection of the rights of the company, shareholders, and creditors [3]. - The role of the chairman as the legal representative of the company is clarified, with provisions for appointing a new representative within 30 days if the current one resigns [6]. - New provisions have been added regarding the company's liability for damages caused by the legal representative while performing duties [7]. - The total number of shares issued by the company remains at 3,886,261,065, all of which are ordinary shares [8]. - The company is prohibited from providing financial assistance for the acquisition of its shares, with specific exceptions for employee stock ownership plans [8]. Governance and Compliance - The company has established measures to prevent the controlling shareholders from misusing their power and harming the interests of the company and minority shareholders [24][25]. - The board of directors is tasked with enhancing the management of financial resources and ensuring compliance with legal and regulatory requirements [25][26]. - The company will implement a mechanism to freeze shares held by controlling shareholders in case of asset misappropriation [26][27].

Core Viewpoint - The financial company of Huainan Mining Group has established a comprehensive risk management and internal control system to ensure the safety, liquidity, and profitability of its deposits, while effectively preventing and controlling financial risks [1][11]. Group 1: Basic Information - The financial company was approved to operate with a registered capital of 300 million yuan, which was later increased to 1 billion yuan [1]. - The ownership structure includes Huainan Mining contributing 915 million yuan (91.5%) and Huainan Dongchen Group contributing 50 million yuan (3.5%) [1]. - As of June 30, 2025, the total assets of the financial company amounted to 14.49 billion yuan, with loans issued totaling 7.05 billion yuan [11]. Group 2: Internal Control and Risk Management - The financial company has a well-defined governance structure, including a board of directors and various committees to oversee risk management and internal controls [2][5]. - A comprehensive risk prevention system has been established, including a risk information database and a dynamic process for risk identification and management [5][10]. - The company has implemented strict internal controls, including separation of incompatible duties and regular audits to ensure compliance and risk mitigation [10][12]. Group 3: Operational Performance - The financial company has maintained a capital adequacy ratio of 29.18%, significantly above the regulatory minimum of 10.5% [11]. - The liquidity ratio stands at 54.11%, indicating a strong ability to meet short-term obligations [12]. - The company has successfully absorbed deposits totaling 11.11 billion yuan, with a significant portion coming from its parent company [14].

Core Points - The document outlines the operational guidelines for the General Manager of Huaihe Energy Group, emphasizing the governance structure and responsibilities of senior management [1][2][3] General Provisions - The guidelines are established to enhance the corporate governance structure in accordance with relevant laws and regulations [1] - The provisions apply to the General Manager, Deputy General Managers, Chief Financial Officer, and Chief Engineer [1] Appointment and Qualifications - The company appoints one General Manager, several Deputy General Managers, one Chief Financial Officer, and one Chief Engineer, all of whom are senior management [4] - The General Manager must possess extensive economic and management knowledge, a minimum of five years of relevant experience, and a college degree [2][4] - Individuals with certain disqualifying conditions as per the Company Law are prohibited from holding senior management positions [2] Responsibilities and Authority - The General Manager is responsible for daily operations, implementing board resolutions, and reporting to the board [5][6] - Specific powers include organizing production management, proposing personnel changes, and approving daily expenditures [5][6] - The General Manager must ensure the authenticity of reports regarding significant contracts and financial management [6] Management Meetings - The company implements a General Manager's office meeting system, which includes the General Manager, Deputy General Managers, CFO, and Chief Engineer [8] - Meetings are held at least once a month and can be called as needed [8] - The meetings discuss important operational matters, including annual plans, financial budgets, and internal management structures [8][9] Performance Evaluation and Compensation - A transparent performance evaluation system for senior management is established, linking compensation to company performance [10][11] - The evaluation criteria include revenue, total profit, earnings per share, and net asset value [10] - Senior management compensation is based on an annual salary system, with significant achievements recognized through material rewards [11] Miscellaneous Provisions - The guidelines will be revised in accordance with changes in laws and regulations, and the board holds the authority for interpretation and modification [12]

淮河能源（集团）股份有限公司 重大信息内部报告制度 （2025 年 8 月 29 日 第八届董事会第十五次会议审议修订） 第一章 总 则 第一条 为确保淮河能源（集团）股份有限公司（以下简称"公司"）信息 披露的及时、真实、准确、完整，规范重大信息内部报告工作，保证公司重大信 息在公司内部及时传递、归集和有效管理，根据《中华人民共和国公司法》、 华人民共和国证券法》、 《上市公司信息披露管理办法》、 《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 2 号——信息披露事务管 理》及其他相关法律法规和《公司章程》等有关规定，结合公司实际情况，制定 本制度。 第二条 本制度所指"重大信息"是指所有可能对公司股票及其衍生品种 交易价格产生较大影响的信息，包括但不限于重大交易信息、关联交易信息、重 大风险事项信息、重大经营管理信息及其他重大事项信息等。 第三条 本制度所称"内部报告"是指当公司及公司所属子、分公司和项 目部发生或可能发生重大事项时，向公司董事会秘书、董事会办公室进行重大信 息及相关资料的报告、备案等。 第四条 下列人员为"重大信息内部报告义务人"，包括： （一）公司董事、高级管 ...

Core Viewpoint - The company has established a risk prevention and disposal plan for deposits at Huainan Mining Group Financial Co., Ltd. to ensure the independence, safety, liquidity, and profitability of funds [1][2]. Group 1: General Principles - The plan aims to prevent, control, and resolve deposit risks effectively, ensuring the company's financial stability [1]. - Key principles include unified leadership, early warning and timely disposal, and collaborative efforts among departments [1][2]. Group 2: Emergency Response Organization and Responsibilities - A leadership working group has been formed to oversee deposit risk prevention and disposal, led by the company's general manager [2]. - The working group is responsible for monitoring daily risk indicators and reporting to the leadership team [2][3]. Group 3: Risk Assessment - The risk prevention mechanism is activated if specific conditions arise, such as non-compliance with regulatory indicators or significant operational issues [3]. - Immediate reporting of deposit risks to the leadership working group is mandated, ensuring transparency and prompt action [3][4]. Group 4: Emergency Handling Procedures - The emergency handling plan includes establishing a risk response team and defining responsibilities for each department [4]. - Joint meetings with the financial company are to be held to devise solutions and prevent risk escalation [4][5]. Group 5: Post-Incident Evaluation - After a deposit risk incident is resolved, a reassessment of the deposit risk is required to adjust deposit ratios accordingly [5]. - The leadership working group will analyze the causes and consequences of the incident to improve future risk management strategies [5].

General Principles - The purpose of the management measures is to strengthen the management of subsidiaries, standardize internal operations, promote healthy development, and enhance overall asset operation quality [2][3] - The term "subsidiary" refers to companies established by the company with independent legal status, including wholly-owned and controlled subsidiaries [3] - The company, as an investor, exercises supervision and management over major matters of subsidiaries and has the right to make decisions on investment returns, management selection, and equity disposal [3][4] Regulatory Operations - Subsidiaries must establish their articles of association and internal management systems in accordance with laws and regulations [7] - Subsidiaries are required to hold shareholder meetings and board meetings as stipulated in their articles of association [9] - Subsidiaries must provide timely, complete, and accurate information regarding their operational performance and financial status to the company [10] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholder meeting and board of directors, appointing or recommending directors and senior management [13] - Appointed personnel must adhere to legal obligations and ensure compliance with national laws and regulations [16] - Subsidiaries must follow the company's unified human resources management system and report recruitment needs to the company [18] Operational Decision Management - Subsidiaries must comply with national laws and regulations in their operations and align their development plans with the company's overall strategy [20] - Any significant operational anomalies must be reported to the company promptly [22] - Subsidiaries are prohibited from making external equity investments without prior approval from the company [26] Financial Management - Subsidiaries must adhere to national fiscal and tax policies and establish accounting and financial management regulations [34] - Financial departments of subsidiaries are subject to guidance and supervision from the company's financial department [35] - Subsidiaries must report financial statements and relevant materials to the company, ensuring accuracy and completeness [39] Information Disclosure Management - The company's board office is responsible for daily information disclosure, and subsidiaries must not disclose insider information without approval [44] - Subsidiaries must report significant information that may impact stock trading prices to the company [47] - A confidentiality system for significant information must be established by subsidiaries [49] Internal Audit Supervision Management - The company conducts regular or irregular audits of subsidiaries, which must cooperate and provide necessary materials [50][52] - Internal audit opinions must be executed by subsidiaries, and any issues identified must be rectified [54] - The company implements a management inspection system for subsidiaries' operational management [56]

淮河能源（集团）股份有限公司 信息披露管理办法 (2025 年 8 月 29 日 公司八届十五次董事会修订) 第一章 总则 第一条 为保障淮河能源（集团）股份有限公司（以下简称"本公司"或 "公司"）的信息披露行为，确保公司信息披露的真实、准确、完整与及时，切 实保护公司、股东及投资者的合法权益，根据《中华人民共和国公司法》《中华 人民共和国证券法》 《上市公司信息披露管理办法》 《上海证券交易所股票上市规 则》 （以下简称"《上市规则》"）等相关法律、法规、规范性文件以及《淮河能源 （集团）股份有限公司章程》（以下简称"公司章程"）的规定，制定本办法。 第二条 本办法所称"信息披露义务人"除公司本身外还包括： （一）公司董事和高级管理人员； （二）公司各部门及下属公司负责人； （三）公司持股 5%以上的股东、实际控制人及收购人； （四）法律、法规和规范性文件规定的其他信息披露义务人。 第二章 信息披露的基本原则 第三条 信息披露义务人应当及时依法履行信息披露义务，披露的信息应 当真实、准确、完整，简明清晰、通俗易懂，不得存在虚假记载、误导性陈述或 者重大遗漏。 信息披露义务人披露的信息应当同时向所有投资者披 ...

Core Points - The document outlines the internal management system for the temporary suspension and exemption of information disclosure by Huaihe Energy Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company must disclose information accurately, completely, and timely, and cannot misuse the suspension or exemption to evade disclosure obligations or mislead investors [1][2] - The criteria for information that can be temporarily suspended or exempted from disclosure include uncertainties, temporary business secrets, and information that could harm the company's interests or mislead investors [1][2][3] Summary by Sections - **Suspension and Exemption Criteria**: Information that can be temporarily suspended includes uncertainties and temporary business secrets, while exempted information pertains to state secrets and commercial secrets that could violate confidentiality laws [2][3] - **Disclosure Procedures**: The company can independently determine the need for suspension or exemption without prior application to the Shanghai Stock Exchange, which will conduct post-event supervision [3][4] - **Documentation and Record-Keeping**: The company must maintain detailed records of any suspended or exempted disclosures, including reasons, internal review processes, and the identities of individuals aware of the undisclosed information [4][5] - **Reporting Obligations**: After the annual, semi-annual, or quarterly reports, the company must submit relevant documentation regarding any suspended or exempted disclosures to the Anhui Securities Regulatory Bureau and the Shanghai Stock Exchange within ten days [5]