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潞安环能: 山西潞安环保能源开发股份有限公司投资者关系管理制度
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Points - The company aims to enhance communication with investors and potential investors to deepen their understanding and recognition of the company, thereby maximizing company and shareholder value [1] - The investor relations management system is established based on relevant laws, regulations, and the company's actual situation [1] Group 1: Principles of Investor Relations Management - Compliance principle: The company must conduct investor relations management in accordance with legal disclosure obligations and industry norms [3] - Equality principle: The company should treat all investors equally, especially facilitating participation for small and medium investors [2] - Proactivity principle: The company should actively engage in investor relations activities and respond to investor feedback [2] - Honesty and integrity principle: The company should emphasize honesty and responsibility in its investor relations activities [2] Group 2: Content and Methods of Investor Relations Work - Key communication content includes the company's development strategy, legal disclosure information, management information, environmental, social, and governance information, and shareholder rights [5] - Main communication methods include company announcements, shareholder meetings, company website, face-to-face meetings, and investor consultation [6][7] Group 3: Organization and Implementation of Investor Relations Work - The chairman of the company is the primary responsible person for investor relations management [27] - The board secretary is responsible for organizing and coordinating investor relations activities [28] - The company should establish a dedicated investor relations management department to handle communication and feedback from investors [29] Group 4: Investor Rights and Responsibilities - The company should support investors in exercising their rights and handling their requests promptly [17][18] - The company must ensure that investor relations activities do not replace legal information disclosure [21] Group 5: Documentation and Record Keeping - The company is required to maintain records of investor relations activities, including participants, communication content, and any breaches of confidentiality [40][15] - Records should be categorized and preserved for a minimum of three years [15]
潞安环能: 山西潞安环保能源开发股份有限公司外部信息报送及使用管理制度
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Viewpoint - The company has established a management system for the reporting and use of external information to ensure fair disclosure and prevent insider trading, in compliance with relevant laws and regulations [1][2][3]. Group 1: External Information Management - The system defines external information users as individuals or entities that receive undisclosed information before public disclosure due to legal or special reasons [1]. - The company must report insider information to external parties only when legally required, such as during government reporting or financing negotiations [1][3]. - Information must not be disclosed to external parties before the official release of regular reports, and any requests from unauthorized external parties should be rejected [2][3]. Group 2: Confidentiality Obligations - Directors, senior management, and other insiders are required to maintain confidentiality regarding the contents of regular and temporary reports until they are publicly disclosed [2][3]. - When providing undisclosed significant information during business negotiations, the company must obtain a confidentiality commitment from the receiving party [3][4]. - All external information users must register and document their access to undisclosed information in accordance with the company's insider information registration system [3][4]. Group 3: Compliance and Reporting - Any breach of confidentiality by external parties must be reported immediately to the relevant regulatory authorities, and the company will pursue legal action against violators [4]. - The company retains the right to interpret and amend this management system, which will take effect upon approval by the board of directors [4].
潞安环能: 山西潞安环保能源开发股份有限公司信息披露事务管理制度
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Viewpoint - The document outlines the information disclosure management system of Shanxi Lu'an Environmental Energy Development Co., Ltd, aiming to standardize disclosure practices, enhance quality, and protect the rights of stakeholders [1]. Group 1: General Principles - The purpose of the information disclosure system is to regulate the company's disclosure behavior, improve quality, and protect the rights of shareholders and other stakeholders [1]. - Information disclosure must adhere to principles of truthfulness, accuracy, completeness, timeliness, and fairness, ensuring clarity and avoiding misleading statements [2]. Group 2: Responsibilities of Disclosure - The board of directors leads and manages the information disclosure work, with the chairman and general manager as primary responsible persons [6]. - The board secretary is directly responsible for the accuracy and timeliness of disclosures, while all directors and senior management are accountable for the content's truthfulness and completeness [7]. Group 3: Disclosure Procedures - Each department must regularly provide operational and business progress information to the board's working body, which can also request specific information [16]. - Information provided must be approved by unit leaders and relevant company executives before submission to the board [18]. Group 4: Regular Reporting - The company must prepare and disclose annual, semi-annual, and quarterly reports according to regulatory requirements, with specific deadlines for each type of report [24][25]. - Financial data forms the basis of regular reports, which must include the company's operational and financial status [26]. Group 5: Temporary Reporting - Temporary reports are required for significant events that may impact the company's securities trading prices, and must be disclosed immediately [37]. - Major events include significant financial losses, legal issues, or changes in control that could affect stock prices [38]. Group 6: Media and Communication - The designated media for information disclosure includes specific financial newspapers and the Shanghai Stock Exchange website [51]. - The company must ensure that any public communications do not precede the legally required disclosures [56]. Group 7: Confidentiality and Insider Information - The company must maintain confidentiality regarding undisclosed information that could significantly impact stock prices [63]. - Individuals with insider information are prohibited from leaking or trading based on that information [65]. Group 8: Accountability and Record Keeping - The board has the authority to investigate and impose penalties for failures in disclosure duties, including potential legal consequences for responsible parties [75]. - The board secretary is responsible for managing and archiving all disclosure documents for a minimum of ten years [79].
潞安环能: 山西潞安环保能源开发股份有限公司敏感信息管理制度
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Points - The company has established a sensitive information management system to enhance governance and regulate the disclosure of sensitive information [1][2] - Sensitive information is defined as any information that could significantly impact the trading price of the company's stock and other information recognized as sensitive by regulatory authorities [1] - The system outlines the responsibilities of information disclosure personnel, including those involved in major transactions, asset restructuring, and significant risks [2][4] Group 1: Information Disclosure Responsibilities - The board of directors' office is responsible for collecting, safeguarding, and disclosing sensitive information [2] - Information disclosure personnel must report sensitive matters, including major transactions, daily transactions, related party transactions, and significant risk events [2][4] - Shareholders holding more than 5% of the company's shares must report any changes in their shareholding status that could affect the company [5] Group 2: Reporting and Compliance - Information disclosure personnel are required to report sensitive matters that meet specific thresholds, such as major transactions exceeding 10% of total assets or net assets [5][6] - The company must ensure that any information intended for external reporting is reviewed and approved by the board of directors' office [6][7] - Confidentiality obligations are imposed on information disclosure personnel to prevent insider trading and unauthorized disclosure of sensitive information [7][8] Group 3: Implementation and Effectiveness - The sensitive information management system is effective upon approval by the board of directors [8] - The board of directors retains the authority to interpret and amend the system as necessary [8]
潞安环能: 山西潞安环保能源开发股份有限公司内幕信息知情人登记制度
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Points - The company has established an insider information management system to enhance the management of insider information and regulate information disclosure practices [1][2] - The board of directors is responsible for overseeing the implementation of the insider information management system, with the board secretary handling the registration and reporting of insider information [1][2] - The scope of insider information includes significant changes in business policies, major investments, important contracts, and other events that could materially affect the company's securities [2][3] Group 1: Insider Information Management - The company aims to prevent insider trading and leakage of insider information through a structured registration system for insider information [1][2] - The board of directors and its audit committee will supervise the implementation of the insider information management system [1][2] - The company must maintain a record of all individuals who have access to insider information prior to its public disclosure [4][5] Group 2: Scope of Insider Information - Insider information encompasses various aspects such as major operational changes, significant asset transactions, and any events that could impact the company's stock price [2][3] - Specific examples of insider information include major losses, changes in management, and significant legal issues [3][4] - The company is required to report insider information to the Shanghai Stock Exchange in cases of major asset restructuring, stock issuance, and other significant corporate actions [5][6] Group 3: Responsibilities and Reporting - Insider information must be reported within two working days of its discovery, ensuring that all relevant parties are informed [4][5] - The company must create a detailed record of the progress of significant events, including timelines and involved parties [6][7] - All insider information records must be maintained for at least ten years to ensure compliance and accountability [7][8] Group 4: Confidentiality and Compliance - The company emphasizes the importance of confidentiality, requiring all insider information recipients to sign non-disclosure agreements [8][9] - There are strict penalties for individuals who violate the insider information management system, including disciplinary actions and potential legal consequences [10][11] - The company must ensure that non-insider individuals do not seek insider information and that any inadvertent disclosures are managed appropriately [9][10]
潞安环能: 山西潞安环保能源开发股份有限公司董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Points - The document outlines the work system for the board secretary of Shanxi Lu'an Environmental Energy Co., Ltd, aiming to enhance corporate governance and standardize the appointment, duties, training, and evaluation of the board secretary [1] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, responsible for managing information disclosure and stock-related matters [2] Group 1: Appointment of the Board Secretary - The board secretary is nominated by the chairman and appointed by the board of directors [6] - Candidates for the board secretary must possess good professional ethics, relevant financial, management, and legal knowledge, and necessary work experience [7] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, are prohibited from serving as board secretary [8] Group 2: Responsibilities of the Board Secretary - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of sensitive information [14] - The board secretary assists in strengthening corporate governance mechanisms and organizing board and shareholder meetings [15] - The board secretary manages investor relations and coordinates communication between the company and regulatory bodies, investors, and media [16] Group 3: Training and Compliance - The board secretary is required to participate in annual training sessions organized by the stock exchange [28] - If the board secretary receives criticism or fails annual assessments, they must attend the next available training session [29] - The company must provide necessary conditions for the board secretary to perform their duties effectively [22]
潞安环能: 山西潞安环保能源开发股份有限公司董事会专门委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Points - The company has established a Board Strategic Committee to enhance its core competitiveness and improve decision-making processes for major investments and strategic planning [1][2][3] - The Strategic Committee consists of three to five directors, including the chairman, and is responsible for researching and proposing suggestions on long-term development strategies and significant investment decisions [2][3] - The committee's responsibilities include evaluating the company's development strategy, investment mergers and acquisitions, asset transactions, and other major matters affecting the company's development [3][4] Group 1 - The Strategic Committee is a specialized working body of the Board, responsible for long-term strategic research and major investment decision recommendations [2][3] - The committee is composed of three to five directors, including the chairman, and its members are nominated and elected by the Board [3][4] - The committee's term aligns with that of the Board, and it can re-elect members upon term expiration [3][4] Group 2 - The committee is tasked with reviewing and proposing suggestions on the company's development strategy, mid-to-long-term planning, and significant investment projects [3][4] - The decision-making process includes preparation, submission of proposals, organization of meetings, and documentation of meeting minutes [4][5] - The committee must hold at least two meetings annually, with a quorum of two-thirds of its members required for decisions [5][6] Group 3 - The Audit Committee is established to strengthen the company's decision-making function and ensure effective supervision of the management team [6][7] - The Audit Committee consists of three to seven directors, with a majority being independent directors, and is responsible for internal and external audit communications and oversight [6][7] - The committee's responsibilities include reviewing financial reports, supervising management actions, and ensuring compliance with legal and regulatory requirements [8][9] Group 4 - The Remuneration and Assessment Committee is set up to establish a sound remuneration management system for directors and senior management [22][23] - The committee is responsible for formulating performance evaluation standards and overseeing the implementation of remuneration policies [22][23] - The committee must hold at least two meetings annually and submit its proposals to the Board for approval [24][25] Group 5 - The Nomination Committee is established to standardize the selection and appointment processes for directors and senior management [30][31] - The committee is responsible for proposing candidates for directors and senior management positions and ensuring compliance with relevant regulations [30][31] - The committee must hold meetings to discuss and recommend candidates, with decisions requiring a majority vote [32][33]
潞安环能: 山西潞安环保能源开发股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Points - The company aims to establish a modern corporate system to protect the legal rights of shareholders, employees, and creditors while enhancing the value of state-owned assets [2][3] - The company adheres to the leadership of the Communist Party of China and has established a Party Committee and a Discipline Inspection Committee to oversee its operations [2][3] - The company was approved to be established by the Shanxi Provincial Government and registered with the market supervision authority, with a registered capital of RMB 2,991.4092 million [5][6] - The company was listed on the Shanghai Stock Exchange on September 22, 2006, after issuing 180 million shares [4][5] - The company’s business scope includes coal mining, coal washing, clean coal technology development, and gas exploration [7] Company Structure - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations [3] - The legal representative of the company is the chairman, who is elected by the board of directors [4] - The company has a total of 299,140,920 shares, all of which are ordinary shares denominated in RMB [19] Corporate Governance - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company and its stakeholders [11] - The company’s management structure includes senior management personnel such as the general manager, deputy general managers, and the board secretary [12] - Shareholders have rights to dividends, attend meetings, supervise operations, and request information [33][34] Shareholder Rights and Responsibilities - Shareholders holding more than 5% of the shares must report any pledges of their shares to the company [41] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [49] - Shareholders can propose agenda items for meetings and have the right to vote on significant corporate decisions [59][60]
潞安环能(601699) - 潞安环能关于山西潞安环能五阳弘峰焦化有限公司公开转让产能指标的公告
2025-08-27 11:21
证券代码:601699 股票简称:潞安环能 公告编号:2025-042 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。 2023 年 4 月 25 日,经公司第七届董事会第十五次会议决议,审议通过了《关 于五阳弘峰焦化公司实施清算注销的议案》,同意山西潞安环能五阳弘峰焦化有限 公司(以下简称"弘峰焦化")实施清算注销。为进一步做好后续资产处置工作, 确保公司及股东利益最大化,经综合评估研判,弘峰焦化拟将其持有的 25 万吨/ 年焦化产能指标公开挂牌转让。具体如下: 一、转让企业基本情况 弘峰焦化是我公司全资子公司山西潞安焦化有限责任公司的控股子公司,成 立于 2001 年 8 月,地处山西省襄垣县王桥镇东山底村,注册资本人民币 23,100 万元,股权结构:山西潞安焦化有限责任公司出资 19,795.3 万元,持股比例 85.694%;长治市鑫源祥农业科技有限公司出资 2,100 万元,持股比例 9.091%;山 西潞安广源工贸有限公司出资 1,204.7 万元,持股比例 5.215%。 二、转让标的情况 山西潞安环保能 ...
潞安环能(601699) - 潞安环能关于在潞安集团财务有限公司办理存贷款业务的风险评估报告
2025-08-27 11:21
山西潞安环保能源开发股份有限公司 关于在潞安集团财务有限公司办理 存贷款业务的风险评估报告 按照《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》(2023 年 1 月修订)的要求,山西潞安 环保能源开发股份有限公司(以下简称"本公司")通过查验 潞安集团财务有限公司(以下简称"财务公司")《金融许可 证》《营业执照》等证件资料,并查阅了财务公司 2025 年 6 月末的财务报表,对其经营资质、业务和风险状况进行了评 估,具体情况报告如下: 一、财务公司基本情况 财务公司于 2007 年 7 月 25 日经国家金融监督管理总局 长治监管分局颁发机构编码为 L0085H314040001 的《中华人 民共和国金融许可证》,2007 年 8 月 7 日经长治市工商行政 管理局批准成立,2024 年 1 月 23 日,换发《营业执照》,统 一社会信用代码 91140400235989941U。公司注册地址为山西 省长治市潞州区府后西街 388 号颐龙湾综合楼 E1 栋东侧裙楼 1- 4 层。 财务公司金融许可证的业务范围:吸收成员单位存款; 办理成员单位贷款;办理成员单位票据贴现;办理成员单位 资 ...