证券代码：600780 股票简称：通宝能源 编号：2025-023 项目建设规模及主要建设内容：本项目规划装机 100MW，安装总 容量为 100MW 的风力发电机组，新建一座 220kV 升压站、35kV 集电 线路及其它相应配套设施。 项目总投资及资金来源：项目总投资 55882.46 万元，资金来源 为企业自筹和银行贷款。 1 山西通宝能源股份有限公司 关于投资建设风电项目核准的公告 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 担个别及连带责任。 山西通宝能源股份有限公司（以下简称"公司"）已设立通宝(右 玉)清洁能源有限公司投资建设右玉 10 万千瓦风力发电项目、通宝 (繁峙)清洁能源有限公司投资建设繁峙县 17.05 万千瓦风电项目。上 述项目已分别获得朔州市行政审批服务管理局出具《关于通宝(右玉) 清洁能源有限公司右玉 10 万千瓦风力发电项目项目核准的批复》（朔 审批函〔2025〕201 号）、忻州市行政审批服务管理局出具《关于繁 峙县 17.05 万千瓦风电项目申请报告核准的批复》（忻审管投资发 〔2025〕23 号） ...

Core Viewpoint - Tongbao Energy has announced the establishment of two clean energy companies to invest in wind power projects in China, indicating a strategic move towards renewable energy development [1] Project Details - Tongbao (Youyu) Clean Energy Co., Ltd. will invest in a 100 MW wind power project in Youyu with a total investment of 559 million yuan [1] - Tongbao (Fanzhi) Clean Energy Co., Ltd. will invest in a 170.5 MW wind power project in Fanzhi County with a total investment of 861 million yuan [1] Infrastructure Development - The Youyu wind power project will include the construction of a new 220 kV booster station, 35 kV collection lines, and other supporting facilities [1] - The Fanzhi wind power project will also feature a new 220 kV booster station and corresponding supporting facilities [1] Funding Sources - The funding for both projects will be sourced from the company's own funds and bank loans [1]

Core Viewpoint - The legal opinion letter confirms that the shareholder meeting of Shanxi Tongbao Energy Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [1][5][11]. Group 1: Meeting Procedures - The shareholder meeting was scheduled for July 11, 2025, as decided by the company's board of directors [2][3]. - The meeting was held both in-person and via online voting, with specific time slots for network voting [5][6]. - The actual time and location of the meeting matched the details provided in the meeting notice, confirming compliance with legal requirements [5][6]. Group 2: Attendance and Voting - A total of 133 shareholders (or their authorized agents) attended the meeting, representing 669,365,757 shares with voting rights [6][9]. - The qualifications of all attendees, including directors and other invited personnel, were verified and deemed valid [6][11]. - No new proposals were introduced by shareholders during the meeting, and all agenda items listed in the meeting notice were voted on [6][11]. Group 3: Voting Results - The voting results for various proposals were as follows: - Proposal to elect Li Xin as a non-independent director received 664,245,168 votes in favor, accounting for 99.2350% of valid votes [9]. - Proposal to elect Cui Lixin as a non-independent director received 663,903,673 votes in favor, accounting for 99.1839% of valid votes [9]. - Proposal to elect Li Zhibing as a non-independent director received 664,230,169 votes in favor, accounting for 99.2327% of valid votes [9]. - The voting procedures adhered to legal and regulatory standards, ensuring the legitimacy of the results [11][12]. Group 4: Conclusion - The legal opinion concludes that the meeting's convening and procedures were compliant with applicable laws and regulations, and the resolutions passed during the meeting are valid [11][12].

Core Points - The document outlines the operational guidelines and responsibilities of the management team led by the General Manager of Shanxi Tongbao Energy Co., Ltd, aiming to enhance efficiency and decision-making processes [1][2] Group 1: General Provisions - The General Manager is appointed or dismissed by the Board of Directors and is responsible for the company's daily operations [2] - The management team includes the General Manager, Deputy General Managers, Chief Accountant, Chief Engineer, and Chief Economist, all nominated by the General Manager and appointed by the Board [2] - The management team must adhere to national laws and the company's articles of association, fulfilling their duties with integrity and diligence [2] Group 2: Responsibilities and Authority of the General Manager - The General Manager has the authority to oversee safety production, implement board resolutions, and report on work progress [5] - Responsibilities include organizing annual business plans, proposing internal management structures, and establishing management systems [5][6] - The General Manager is also responsible for employee management, including hiring, firing, and determining compensation and benefits [5][7] Group 3: Management Team Responsibilities - Other management team members assist the General Manager and are responsible for specific areas such as finance, production, and internal controls [3] - They have the authority to suggest personnel changes and organize meetings within their departments [3][4] Group 4: Management Meetings - The management team holds monthly meetings to discuss significant operational matters, with decisions made collectively [4][5] - Meeting agendas are determined by the General Manager, and minutes are recorded and preserved for at least ten years [5][6] Group 5: Planning and Financial Management - The General Manager is tasked with developing long-term plans and annual budgets, which require board approval [6][7] - The company employs comprehensive budget management, with monthly analyses and adjustments based on market conditions [7][8] Group 6: Personnel and Compensation Management - The General Manager nominates candidates for key positions, which are then approved by the management team [7][8] - The General Manager is responsible for establishing compensation and welfare systems for employees, subject to management team approval [8][9] Group 7: Reporting System - The General Manager must report significant decisions and events to the Board of Directors and the Audit Committee [10] - Regular business reports include quarterly, mid-term, and annual updates, which must be submitted on time [10]

Core Points - The article outlines the implementation rules for the Audit Committee of Shanxi Tongbao Energy Co., Ltd, aimed at enhancing the board's decision-making and supervision over management [1][2] - The Audit Committee is responsible for ensuring compliance with laws and regulations, overseeing financial reporting, and evaluating internal and external audits [4][5] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making function and ensure effective supervision of management [1] - The committee consists of three directors who are not senior management, with a majority being independent directors [2][3] Group 2: Responsibilities of the Audit Committee - The main responsibilities include reviewing financial information, supervising external and internal audits, and evaluating internal controls [4][5] - The committee must approve significant financial disclosures and changes in accounting policies before submission to the board [12][13] Group 3: Meetings and Procedures - The Audit Committee is required to meet at least quarterly, with meetings convened by the chairperson [26][27] - Decisions are made by a majority vote, and members must disclose any conflicts of interest [29][30] Group 4: Reporting and Disclosure - The company must disclose the composition and professional background of the Audit Committee members [35] - Any significant issues identified by the committee must be reported to the board and disclosed to shareholders [37][38]

General Principles - The management system for the shares held by the board of directors and senior management of Shanxi Tongbao Energy Co., Ltd. aims to regulate share management and maintain market order, in accordance with relevant laws and regulations [1][2] - This system applies to all shares held by the company's directors and senior management, including those in margin trading accounts [1] Share Transfer Management - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2] - The maximum allowable transfer of shares during their term and within six months after is capped at 25% of their total holdings, with exceptions for certain legal situations [2][3] Information Reporting and Disclosure - Directors and senior management must report their share transfer plans to the Shanghai Stock Exchange 15 trading days before selling shares, including details such as the number of shares and the reason for the transfer [5] - Any changes in shareholdings must be reported within two trading days, ensuring timely and accurate disclosure of information [7][8] Compliance and Legal Responsibilities - The company reserves the right to pursue legal action against directors and senior management who fail to comply with relevant laws and regulations regarding share trading [8] - The board secretary is responsible for managing the data related to the shareholdings of directors and senior management, ensuring compliance with disclosure requirements [7]

Core Viewpoint - The document outlines the company's external guarantee management system, aiming to standardize guarantee behavior, protect shareholder rights, and mitigate guarantee risks [1]. Group 1: General Provisions - The external guarantee refers to the company and its subsidiaries providing guarantees, pledges, or collateral for third-party debts, excluding certain forms of guarantees like deposits [1][2]. - The management of external guarantees applies to the company and its subsidiaries [1]. Group 2: Management Responsibilities - The Finance Management Department is responsible for the unified management of external guarantees, including formulating management measures and supervising subsidiary activities [2]. Group 3: Guarantee Scope, Limits, and Requirements - The guarantee scope includes full guarantees for wholly-owned subsidiaries and proportional guarantees for controlling and affiliated companies [2]. - The total guarantee amount should not exceed 70% of the company's audited net assets from the previous year, and guarantees for a single entity should not exceed 20% [2][3]. - Guarantees can be provided in various forms, including guarantees, pledges, and mortgages [2]. Group 4: Approval Procedures - External guarantees must be approved by the board of directors or shareholders' meeting, with specific thresholds for different types of guarantees [6][7]. - The approval process includes submitting a guarantee application three months in advance, detailing the borrowing purpose, amount, and repayment ability [6]. Group 5: Counter-Guarantee Management - When providing guarantees, the company requires counter-guarantees from the guaranteed party, which must be legally valid and clearly defined [8][9]. Group 6: Guarantee Contract Management - All external guarantees must be formalized in written contracts that comply with legal requirements, detailing the obligations and rights of all parties involved [10][11]. Group 7: External Guarantee Management - Subsidiaries must adhere to the company's guarantee management requirements and cannot issue guarantees without approval [10]. - The Finance Management Department must maintain a detailed record of all guarantees, including amounts, terms, and collateral [10]. Group 8: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including total guarantee amounts and their relation to net assets [12][13]. Group 9: Legal Responsibilities - The company implements a responsibility accountability system for guarantee business, ensuring that any significant decision-making errors or management failures are addressed [13].

General Principles - The regulations aim to standardize the information disclosure deferral and exemption practices of Shanxi Tongbao Energy Co., Ltd. and other obligated parties, enhancing information disclosure supervision and protecting investors' rights [1][2] - The company and other obligated parties must disclose information truthfully, accurately, completely, timely, and fairly, and must not misuse deferral or exemption to evade disclosure obligations or mislead investors [1][2] Scope of Deferral and Exemption - The scope of deferral and exemption should generally align with the matters disclosed at the time of the company's initial public offering; any new deferral or exemption must be supported by sufficient evidence [2] - Information involving state secrets or commercial secrets may be exempted from disclosure if it meets specific criteria, such as potential harm to competitive advantage or violation of confidentiality [2][3] Management of Deferral and Exemption - The company must carefully determine deferral and exemption matters, implement effective measures to prevent information leakage, and maintain a record of internal information [4][5] - A specific internal review process must be followed for deferral and exemption requests, including timely submission for approval by the board secretary and documentation of the decision-making process [5][6] Reporting and Accountability - The company is required to report any deferral or exemption matters to the relevant regulatory bodies within ten days after the announcement of periodic reports [5][6] - The company has the right to hold responsible any personnel who improperly classify information as deferred or exempt, or who violate relevant regulations [6][7]

Core Points - The document outlines the investor relations management system of Shanxi Tongbao Energy Co., Ltd, aiming to enhance communication with investors and protect their interests [1][2] - The management principles include compliance, equality, proactivity, and honesty, ensuring fair treatment of all investors, especially small and medium-sized ones [2][3] Group 1: General Principles - Investor relations management should be conducted in accordance with laws and regulations, ensuring compliance and ethical standards [1][2] - The company aims to establish mutual trust and alignment of interests with investors through effective communication [1][2] Group 2: Communication Content - Key communication topics include the company's development strategy, operational management information, environmental, social, and governance (ESG) information, and shareholder rights [5][6] - The company must ensure that all communications are based on publicly disclosed information and avoid leaking any undisclosed significant information [3][4] Group 3: Management Structure - The Chairman is the primary responsible person for investor relations, with the board secretary coordinating the activities [10][11] - The securities department is tasked with executing the investor relations management system and handling investor communications [10][11] Group 4: Investor Engagement Activities - The company can utilize various platforms for investor engagement, including its official website, Shanghai Stock Exchange, and investor education bases [6][7] - Investor meetings should be accessible, with opportunities for questions and feedback from participants [20][21] Group 5: Training and Compliance - Employees involved in investor relations must possess good character, professional knowledge, and communication skills [36][37] - Regular training should be provided to enhance understanding of relevant laws and improve service levels [36][37]

第一条 为提高山西通宝能源股份有限公司（以下简称"公司" 或"本公司"）的治理水平，规范公司董事会秘书的选任、履职、培 训和考核工作，根据《中华人民共和国公司法》（以下简称"《公司法》"） 《证券法》《上海证券交易所股票上市规则》等法律法规和其他规范 性文件，以及《山西通宝能源股份有限公司章程》（以下简称"《公司 章程》"）的规定，制定本制度。 董事会秘书工作制度 第一章 总则 山西通宝能源股份有限公司 第二条 公司董事会秘书为公司高级管理人员，对公司和董事会 负责，应忠实、勤勉地履行职责。 第三条 公司董事会秘书是公司与上海证券交易所之间的指定联 络人。上海证券交易所仅接受董事会秘书或代行董事会秘书职责的人 员以公司名义办理信息披露、公司治理、股权管理等其相关职责范围 内的事务。 第四条 公司设立证券部，证券部是由董事会秘书分管的职能部 门。 第二章 选任 第五条 公司董事会应当在原任董事会秘书离职后三个月内聘任 董事会秘书。 第六条 担任公司董事会秘书，应当具备以下条件： （一）具有良好的职业道德和个人品质； （二）具备履行职责所必需的财务、管理、法律等专业知识； （三）具备履行职责所必需的工作经验； 1 ...