上海汇通能源股份有限公司 证券代码：600605 证券简称：汇通能源 公告编号：2025-039 关于控股股东解除质押及质押部分股份的公告 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。 上海汇通能源股份有限公司（以下简称"公司"）控股股东西藏德锦企业管理有限 责任公司（以下简称"西藏德锦"）持有公司股份 55,307,275 股，占公司总股本的 26.81%。 本次解除质押及质押后，西藏德锦累计质押股份为 24,300,000 股，占其持股数量的 43.94%。 1 公司于 2025 年 8 月 28 日获悉西藏德锦将所持有公司的部分股份办理了解除质押及 质押业务，具体情况如下。 | 1、本次股份被解除质押情况 | | --- | | 股东名称 | | 西藏德锦企业管理有限责任公司 | | --- | --- | --- | | 本次解除质押股份 | 120 万股 | | | 占其所持股份比例 | 2.17% | | | 占公司总股本比例 | 0.58% | | | 解除质押时间 | 2025 年 | 8 月 27 日 | ...

Group 1 - The general retail sector increased by 0.05% on August 28, with agricultural products leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] - Notable gainers in the general retail sector included agricultural products, which rose by 10.05% to a closing price of 8.43 [1] Group 2 - The general retail sector experienced a net outflow of 1.121 billion yuan from major funds, while retail investors saw a net inflow of 748 million yuan [2] - Key stocks that faced declines included Zhejiang Dongri, which fell by 7.71% to a closing price of 56.48 [2] - The trading volume for the general retail sector showed significant activity, with various stocks reporting millions in transaction amounts [2]

Core Viewpoint - The financial performance of Huitong Energy (600605) for the first half of 2025 shows significant declines in revenue and net profit compared to the previous year, indicating challenges in its business operations and financial management [1]. Financial Performance Summary - Total revenue for the first half of 2025 was 57.64 million yuan, a decrease of 14.05% year-on-year [1]. - Net profit attributable to shareholders was 20.62 million yuan, down 74.88% year-on-year [1]. - In Q2 2025, total revenue was 28.19 million yuan, a decline of 17.91% year-on-year, with net profit of 11.02 million yuan, down 84.41% year-on-year [1]. - The company's gross margin was 49.01%, an increase of 2.27% year-on-year, while the net margin fell to 35.78%, a decrease of 70.77% year-on-year [1]. - The total of selling, administrative, and financial expenses reached 10.66 million yuan, accounting for 18.49% of total revenue, an increase of 85.63% year-on-year [1]. Key Financial Metrics - Earnings per share (EPS) dropped to 0.1 yuan, a decrease of 74.87% year-on-year [1]. - The company's net asset per share increased to 6.86 yuan, up 3.37% year-on-year [1]. - Operating cash flow per share was -0.56 yuan, a significant decline of 264.25% year-on-year [1]. Changes in Financial Items - Cash and cash equivalents decreased by 54.87% due to the purchase of large certificates of deposit and structured deposits, with 1.1 billion yuan in structured deposits held at the end of the period [2]. - Other current assets increased by 3172.06% due to the same purchases [2]. - Accounts payable to employees decreased by 71.23% due to year-end bonus payments [4]. - Revenue and cost of goods sold both decreased by 14.05% and 15.85% respectively, attributed to a contraction in the home decoration business [4]. Investment and Return Metrics - The company's return on invested capital (ROIC) was 5.87% last year, indicating average capital returns [4]. - Historical data shows a median ROIC of 4.29% over the past decade, with the worst year being 2022, where ROIC was -0.11% [4].

Core Viewpoint - The document outlines the regulations and mechanisms established by Shanghai Huitong Energy Co., Ltd. to manage fund transactions with related parties, aiming to prevent non-operational fund occupation and protect the rights of the company and its stakeholders [1][2]. Group 1: Definition and Classification of Fund Occupation - Fund occupation is categorized into operational and non-operational types, where operational occupation arises from related transactions and non-operational occupation includes various expenses and debt repayments made on behalf of related parties [2][3]. Group 2: Regulatory Requirements and Prohibited Actions - The company must adhere to strict approval processes and disclosure obligations when engaging in operational fund transactions, ensuring that such transactions do not serve as disguised financial assistance to related parties [3][4]. - Specific prohibited actions include advancing expenses for related parties, lending funds without proper conditions, and engaging in transactions lacking genuine commercial rationale [4][5]. Group 3: Management Responsibilities and Supervision Mechanisms - The company is required to follow established approval authority and decision-making processes, ensuring compliance with laws and timely information disclosure [3][4]. - Directors and senior management are legally responsible for safeguarding the company's funds and assets, adhering to relevant laws and company regulations [4][5]. Group 4: Accountability and Loss Management - The board must take immediate legal action to mitigate losses caused by fund occupation or transfer by related parties, holding responsible individuals accountable [5]. - Violations by subsidiaries leading to fund occupation will result in disciplinary actions against responsible personnel and potential legal consequences [5].

Group 1 - The board of directors consists of seven members, including one chairman elected by a majority of the board [2] - At least one-third of the board members must be independent directors, including at least one accounting professional [2] - Directors are elected for a term of three years and can be re-elected upon term expiration [2] Group 2 - The board has the authority to establish specialized committees, including an audit committee, which consists of three members who are not senior management [2] - The audit committee must include two independent directors, with one being an accounting professional serving as the convener [2] - Other specialized committees, such as the strategy, nomination, and remuneration committees, also consist of three directors, with independent directors serving as conveners [2] Group 3 - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying all directors at least ten days in advance [3] - Temporary meetings can be proposed by shareholders or directors holding at least one-tenth of the voting rights [3] - Meeting notifications must include the date, location, agenda, and the date of notification [4] Group 4 - Decisions made during board meetings require the presence of more than half of the directors [4] - Directors can delegate their voting rights to other directors through a written proxy [4] - The board's resolutions must be passed by a majority of the attending directors, with specific rules for related party transactions [5][6] Group 5 - Meeting minutes must be accurately recorded and signed by attendees, and these records must be kept for at least ten years [6] - The minutes should include details such as meeting date, attendees, agenda, and voting results [6] - The chairman is responsible for implementing board resolutions and reporting on the implementation status [7]

上海汇通能源股份有限公司 股东会议事规则 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、公司章程及本规则的相关规定召开股 东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤勉尽 责，确保股东会正常召开和依法行使职权。 第一章 总 则 第一条 为规范上海汇通能源股份有限公司（以下简称公司）行为，保证股东会依 法行使职权，根据《中华人民共和国公司法》 （以下简称《公司法》）、 《中华人民共和国 证券法》（以下简称《证券法》）、《上海证券交易所股票上市规则》等有关法律、法规、 部门规章、规范性文件和《上海汇通能源股份有限公司章程》（以下简称公司章程）的 有关规定，制定本规则。 第四条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次，应当于 上一会计年度结束后的六个月内举行。临时股东会不定期召开，出现《公司法》第一百 一十三条规定的应当召开临时股东会的情形时，临时股东会应当在两个月内召开。 公司在上述期限内不能召开股东会的，应当报告公司所 ...

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shanghai Huitong Energy Co., Ltd, ensuring legality, fairness, and protection of shareholders' interests [1][2]. Group 1: Related Parties - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company, specifically those holding more than 5% of shares [2][3]. - The definition of related parties extends to individuals closely related to significant shareholders and those in management positions [2][3]. Group 2: Related Transactions - Related transactions encompass various activities such as asset purchases or sales, financial assistance, guarantees, and management services between the company and its related parties [3][6]. - Specific thresholds for transaction amounts are established, requiring different levels of approval based on the nature and size of the transaction [12][13]. Group 3: Approval Procedures - The board of directors must ensure that related directors abstain from voting on transactions, and a majority of non-related directors must approve the decisions [4][5]. - Transactions exceeding certain monetary thresholds require additional scrutiny and must be presented to the shareholders' meeting for approval [8][9]. Group 4: Pricing and Fairness - Related party transactions must be priced fairly, adhering to principles that prevent exploitation of market power [24][25]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fair valuation of transactions [15][24]. Group 5: Disclosure and Reporting - The company is required to disclose related party transactions in annual and interim reports, ensuring transparency in dealings with related parties [22][23]. - Specific reporting requirements are established for transactions that exceed defined thresholds, including the need for independent audits or evaluations [8][12].

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The registered capital of the company is 206,282,429 yuan [2] - The company is a permanent joint-stock limited company [2] - The chairman represents the company in executing company affairs and is the legal representative [2] Business Objectives and Scope - The company's business objective is to serve society, diversify operations, create good economic benefits, and provide satisfactory returns to shareholders [3] - The registered business scope includes technology services, investment activities, asset management services, and various consulting services [3] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [4] - The total number of issued shares is 206,282,429, all of which are ordinary shares [4] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares [8] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [12] - Shareholders abusing their rights causing losses to the company or other shareholders are liable for compensation [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [17] - Shareholder meetings are the company's decision-making body, responsible for electing directors, approving reports, and making significant decisions [17] - The notice for shareholder meetings must include details such as time, location, and agenda [21] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [81] - Shareholders exercise voting rights based on the number of shares they hold, with each share granting one vote [84] - Related shareholders must abstain from voting on matters involving conflicts of interest [85]

上海汇通能源股份有限公司 第一章 总 则 第一条 为了规范上海汇通能源股份有限公司（以下简称公司或本公司）的对外投 资管理，控制投资方向，规范投资行为，提高投资收益，降低投资风险，根据《中华人 民共和国公司法》（以下简称《公司法》）、《上市公司股东会规则》等有关法律、法规、 部门规章、规范性文件和《上海汇通能源股份有限公司章程》（以下简称公司章程）的 有关规定，制定本制度。 第二条 本制度适用于公司及公司控股子公司的对外投资行为。 第三条 公司董事会对本制度流程的适宜性、充分性和有效性负责。 第四条 公司的对外投资应遵循以下原则: （一）合法性原则：遵循国家法律法规、规章制度及公司章程的规定，符合国家产 业政策； （二）适应性原则：符合公司总体发展战略，规模适度，量力而行，有利于维护股 东利益； （三）组合投资优化原则：合理配置企业资源，促进资源要素优化组合，创造良好 经济效益； （四）风险可控原则：多层面跟踪分析，全方位过程控制，及时发现问题和风险， 及时提出对策，将风险控制在源头，以保证资金安全。 第二章 定义与职责 第五条 本制度所称对外投资，指公司将现金、实物、有价证券、无形资产等可供 支配的资源对外 ...

Core Points - The company has established a comprehensive information disclosure management system to ensure timely, fair, and accurate disclosure of information to protect the rights of investors and the company itself [1][2][3] - The information disclosure obligations apply to various stakeholders, including the board of directors, senior management, and significant shareholders [1][2] - The company must disclose significant events that could impact the trading price of its securities immediately, including major changes in operations, significant investments, and financial difficulties [3][4] Information Disclosure Content - The company’s disclosure formats include periodic reports (annual, semi-annual, quarterly) and temporary announcements for significant events [5][6] - Major events requiring immediate disclosure include significant changes in business strategy, major asset transactions, and legal issues [4][5][6] - The company must disclose any significant changes in shareholding or control, as well as any major lawsuits or investigations [4][5][6] Information Disclosure Management Responsibilities - The chairman of the board holds primary responsibility for information disclosure management, while the board secretary coordinates the execution of the disclosure system [18][19] - The board secretary is responsible for handling disclosure matters, ensuring compliance, and providing training on disclosure responsibilities [19][20] - Each department and subsidiary must report significant information to the board secretary promptly to ensure compliance with disclosure obligations [9][10] Compliance and Accountability - The company will impose penalties on individuals responsible for failing to report significant events or for unauthorized disclosures that lead to misinformation [36][37] - Regular training on disclosure responsibilities will be provided to relevant personnel to ensure adherence to the established system [40][41] - The company must maintain confidentiality regarding undisclosed information and limit access to sensitive information to authorized personnel only [11][12]