General Provisions - The purpose of the audit committee's work rules is to strengthen the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1] - The audit committee is a specialized working body approved by the shareholders' meeting, responsible for communication, supervision, and verification of internal and external audits, reporting to the board of directors [1] Composition of the Committee - The audit committee consists of three directors who are not senior management, with at least one independent director being a professional accountant [3] - The chairperson of the audit committee must be an independent director with relevant accounting or financial management experience [3] Responsibilities and Authority - The main responsibilities of the audit committee include supervising and evaluating external and internal audit work, reviewing financial reports, and assessing internal controls [9] - The committee has the authority to propose the hiring or replacement of external audit firms and to supervise their work [10][11] Meetings - The audit committee must hold at least four regular meetings each year, with additional temporary meetings as needed [18][19] - A quorum for meetings requires the presence of at least two-thirds of the committee members [20] Information Disclosure - The company must disclose the composition and professional background of the audit committee members, as well as any changes in personnel [32] - The audit committee's annual performance must be disclosed alongside the company's annual report [33] Annual Report Procedures - The audit committee is responsible for reviewing the company's annual financial statements and ensuring compliance with auditing standards [37][38] - The committee must evaluate the performance of the external auditor and provide recommendations for reappointment or replacement [45][46]

General Provisions - The purpose of the guidelines is to standardize the online voting behavior of shareholders at Hongyuan Green Energy Co., Ltd. and protect investors' legal rights, based on relevant laws and regulations [1][2] - The company will provide online voting options alongside in-person voting during shareholder meetings [1][2] - The online voting system will be operated through the Shanghai Stock Exchange's designated platforms [1][2] Notification and Preparation for Online Voting - The company will prepare a notice for the shareholder meeting that includes details about the type of meeting, voting times, and other relevant information [2][3] - In case of changes to the proposals listed in the notice, the meeting convener must issue timely announcements [2][3] - The company must provide shareholder data to the information company two trading days before the meeting [2][3] Methods and Procedures for Online Voting - Shareholders can participate in online voting through designated trading terminals or the internet voting platform on the day of the meeting [4][5] - Voting through the internet platform is available from 9:15 AM to 3:00 PM on the day of the meeting [5][6] - Shareholders with multiple accounts can vote through any of their accounts, but the first vote will be considered valid [6][7] Statistics and Inquiry of Voting Results - Shareholders who vote on some proposals will still be considered present at the meeting [8][9] - The information company will compile and send the voting results to the company after the meeting [8][9] - The company must disclose the voting results, especially for significant matters affecting minority investors [9][9] Miscellaneous - The company's announcement website is specified for information disclosure [9] - The guidelines will take effect after being approved by the shareholder meeting [9]

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Hongyuan Green Energy Co., Ltd. [1][2] - The committee is responsible for formulating assessment standards and compensation policies for the company's directors and senior management [1][3] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on relevant laws and regulations [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on job responsibilities and market standards, conducting annual performance evaluations, and supervising the execution of the compensation system [9] - Any compensation plans proposed by the committee must be approved by the board and submitted for shareholder review [11][12] Group 3: Decision-Making Procedures - The committee must notify all members five days prior to meetings, and decisions require a two-thirds majority attendance [14][15] - Meetings can be held in person or via communication methods, and all proceedings must be documented [16][22] Group 4: Additional Provisions - The committee may invite company directors and senior management to attend meetings but without voting rights [18] - The committee's guidelines are subject to modification by the board and take effect upon board approval [27]

《上市公司治理准则》、 弘元绿色能源股份有限公司 董事会提名委员会工作细则 弘元绿色能源股份有限公司 董事会提名委员会工作细则 第一章 总则 第一条 为规范弘元绿色能源股份有限公司（以下简称"公司"）董事、高级 管理人员的产生，优化董事会组成，完善公司治理结构，根据《中华人民共和国 公司法》、 《上市公司独立董事管理办法》、 《上海证券交易 所上市公司自律监管指引第 1 号——规范运作》、 《弘元绿色能源股份有限公司章 程》 （以下简称"《公司章程》"）及其他有关规定，公司特设立董事会提名委员会， 并制定本工作细则。 第二条 董事会提名委员会是董事会按照股东会决议设立的专门工作机构， 主要负责对公司董事和高级管理人员的人选、选择标准和程序进行选择并提出建 议，向董事会报告工作并对董事会负责。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，其中独立董事应当过半数并担任 召集人。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名，并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董事委员担任，负 责主持委员会工作；主任委员在委员内选举，并报请董事会批 ...

Core Viewpoint - The company has established a specialized management system for the storage and use of raised funds to enhance the efficiency of fund utilization and protect investors' legal rights [1][2]. Fund Storage - Raised funds must be stored in a dedicated account approved by the board of directors, and cannot be used for non-raising purposes [7][8]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [8][3]. Fund Usage - The company must adhere to strict approval procedures for fund usage, ensuring that all expenditures are documented and approved by relevant authorities [9][10]. - Funds should primarily be used for the main business operations, and any changes in usage must be approved by the board and disclosed [10][20]. - If the actual use of funds deviates from the planned usage due to unforeseen circumstances, the company must report to the board and disclose the reasons [9][10]. Management and Supervision - The company is required to disclose the actual usage of raised funds accurately and completely, with a special report submitted to the board every six months [25][15]. - Independent directors and the audit committee must continuously monitor the management and usage of raised funds [26][27]. Changes in Fund Usage - Any changes to the investment projects funded by raised funds must be approved by the board and shareholders, with independent opinions required [20][22]. - If there are surplus funds after project completion, they can only be used for other projects after board approval [18][19].

Core Viewpoint - The company has established a comprehensive remuneration management system for its directors and senior management to enhance motivation and improve operational efficiency, aligning with relevant laws and regulations [1][2][6] Group 1: Principles of the Remuneration Management System - The remuneration management system adheres to principles of fairness, responsibility, long-term development, and a balance between incentives and constraints [2][5] - The system aims to ensure that remuneration reflects the company's scale, performance, and external market levels [2][5] Group 2: Performance Assessment Framework - The performance assessment framework includes the general manager, the remuneration and assessment committee, the board of directors, and the shareholders' meeting [4] - The shareholders' meeting is responsible for approving annual operational goals, equity incentive plans, and remuneration schemes for directors [4][5] Group 3: Roles and Responsibilities - The board of directors drafts annual operational plans and submits them for shareholder approval, while also reviewing remuneration management systems [4][5] - The remuneration and assessment committee is tasked with drafting or proposing amendments to the remuneration management system and approving performance assessment plans [3][4] Group 4: Components of Remuneration - Directors and senior management remuneration consists of a basic salary and performance rewards, with independent directors receiving only a basic salary [3][4] - The basic salary is determined based on position, responsibility, capability, and market salary trends, and is paid monthly [4][5] Group 5: Performance Rewards - Performance rewards are based on annual operational goals and individual performance assessments, with adjustments limited to a maximum of 10% from the previous year's approved amount [4][5] - Specific conditions under which remuneration and performance rewards will not be granted include serious violations of company policies and significant harm to company interests [5][6] Group 6: Adjustments and Special Rewards - The remuneration system is designed to adapt to changes in the company's operational status and is influenced by industry salary trends, inflation, profitability, and strategic adjustments [5][6] - The board may approve temporary special rewards or penalties for directors and senior management, with total amounts not exceeding the previous year's total remuneration [5][6]

Core Viewpoint - The document outlines the management system for related party transactions of Hongyuan Green Energy Co., Ltd, aiming to regulate such transactions to protect the interests of the company and its shareholders, especially minority investors [1][2]. Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should be fair, just, and transparent, with related parties abstaining from voting on matters where they have a conflict of interest [1][2][3]. - The board of directors should assess whether related party transactions are beneficial to the company, potentially seeking independent evaluations [1][2]. Group 2: Definition and Scope - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. - The types of related party transactions include resource transfers, obligations, and various financial arrangements [3][4]. Group 3: Reporting and Disclosure - Company directors and significant shareholders must report related party relationships to the board for proper management [4][5]. - Transactions exceeding certain thresholds must be disclosed and approved by the board and, in some cases, the shareholders [6][7]. Group 4: Pricing and Management - Related party transactions must be documented with clear pricing agreements, following principles of national pricing, market pricing, or negotiated pricing [5][6]. - The finance department is responsible for tracking market prices and cost changes related to these transactions [6][7]. Group 5: Special Procedures for Daily Transactions - Daily related party transactions must follow specific procedures for approval and disclosure, including annual reporting of their execution [12][13]. - If the total transaction amount exceeds expected limits, the company must re-evaluate and disclose accordingly [12][13]. Group 6: Compliance and Oversight - The audit committee is tasked with overseeing the compliance of related party transactions, ensuring proper procedures are followed [10][11]. - Related directors and shareholders must abstain from voting on transactions where they have a conflict of interest [10][11]. Group 7: Implementation and Amendments - The management system will be effective upon approval by the shareholders' meeting and will be subject to amendments based on legal and regulatory changes [15][16].

General Provisions - The implementation rules for the cumulative voting system aim to improve the corporate governance structure of Hongyuan Green Energy Co., Ltd. and protect the interests of minority shareholders [1] - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate or distribute their votes [1] Nomination of Directors - The nomination of directors must be within the limits set by the company's articles of association, and the board of directors will propose candidates after approval by the nomination committee [2] - Shareholders holding more than 1% of the company's issued shares have the right to nominate candidates for both independent and non-independent directors [2][3] - Candidates must submit complete personal information and confirm their eligibility to serve as directors [3] Voting Procedures - The voting process for directors will be clearly explained to shareholders, including the method of cumulative voting [4] - Each shareholder's cumulative voting power is calculated by multiplying the number of shares they hold by the number of directors to be elected [4][5] - Votes can only be cast as approval votes, and any excess votes or votes for more candidates than allowed will be considered invalid [5] Confirmation of Election - Directors are elected based on the total votes received, with a requirement that the total votes exceed half of the voting rights held by shareholders present at the meeting [7] - In case of a tie in votes among candidates, a re-election will be held within two months to fill the vacancies [7][8] Miscellaneous - Any matters not covered by these rules will be governed by relevant national laws, regulations, and the company's articles of association [8]

Core Points - The document outlines the external investment management system of Hongyuan Green Energy Co., Ltd, aiming to strengthen internal control, manage external investments, and enhance investment efficiency while safeguarding the company's image and investors' interests [1][2]. Group 1: General Principles - External investments are defined as actions taken by the company to invest resources such as cash, physical assets, or intangible assets into other organizations or individuals for long-term returns [1]. - The basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [2]. Group 2: Approval Authority - Investments meeting certain thresholds require board approval followed by shareholder approval, including investments exceeding 50% of total assets with an absolute amount over 50 million RMB or exceeding 5 million RMB [7]. - Investments below specified thresholds can be decided by the board or management according to internal guidelines [3][4]. Group 3: Organizational Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and management, each operating within their authority [8]. - The board's Strategic and Sustainable Development Committee is responsible for coordinating and analyzing external investment projects [9]. Group 4: Investment Management - External investments are categorized into short-term and long-term investments, with specific procedures outlined for each type [15][16]. - Short-term investments are defined as those that can be liquidated within a year, while long-term investments are those that cannot be easily liquidated [15][16]. Group 5: Financial Management and Auditing - The finance department is responsible for maintaining complete accounting records of external investments and ensuring compliance with accounting standards [34][35]. - Regular audits and financial reporting are mandated to monitor the financial health of investments and ensure the company's interests are protected [41][42]. Group 6: Information Disclosure - The company must adhere to legal and regulatory requirements for information disclosure related to external investments [43][44]. - Confidentiality obligations are imposed on all personnel with knowledge of undisclosed investment matters [44]. Group 7: Miscellaneous - The investment management system is subject to revisions based on changes in national laws or company regulations, with the board responsible for interpretation and amendments [47][49].

General Principles - The rules are established to protect the legal rights of all shareholders of Hongyuan Green Energy Co., Ltd. and ensure the effective operation of the shareholders' meeting [1] - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [1][3] Shareholder Meeting Procedures - The board of directors is responsible for organizing the shareholders' meeting and must do so diligently and on time [3][4] - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [4][5] Voting and Proposals - Shareholders holding more than 10% of the shares can request a temporary shareholders' meeting [5] - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [14][17] - The notice for the annual meeting must be sent 20 days in advance, while for temporary meetings, it must be sent 15 days in advance [16][18] Voting Rights and Procedures - Each share carries one voting right, and shareholders must register to attend the meeting [21][30] - Voting can be conducted through various methods, including in-person and online [25][27] - The results of the voting must be announced immediately after the meeting, and the resolutions must be disclosed promptly [47][59] Execution of Resolutions - The board of directors is responsible for executing the resolutions made during the shareholders' meeting [60][62] - The profit distribution plan must be completed within two months after approval by the shareholders' meeting [63]