General Principles - The purpose of the external guarantee decision-making system is to protect investors' rights, regulate external guarantee behavior, control risks, and promote the company's stable development [1] - External guarantees refer to the company providing guarantees for the debts of others, including guarantees for its subsidiaries [1][2] - All external guarantees must be managed uniformly by the company and require approval from the board of directors or shareholders' meeting [2] Principles of External Guarantees - The company must adhere to principles of prudence, equality, care, safety, voluntariness, integrity, and compensation when providing guarantees [2] - Independent directors are required to provide special reports on the company's external guarantees in the annual report [2] Conditions for Providing Guarantees - The board of directors must review the financial status, operational conditions, and creditworthiness of the guaranteed party before making a decision [3] - The applicant for a guarantee must submit a guarantee application detailing the debt situation, risk assessment, and necessary documentation [3][4] Approval Process - The finance department is responsible for the initial review of guarantee applications and must submit findings in writing [4][5] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets or 30% of total assets, require shareholder approval [5][6] Execution and Risk Management - Written guarantee contracts must be established after approval, and the finance department is responsible for daily management of guarantees [7][8] - The company must monitor the financial status of the guaranteed party and take necessary actions if there are significant changes [8][9] Information Disclosure - Relevant documents regarding external guarantees must be submitted to the board of directors in a timely manner [10] - Information disclosure must comply with the listing rules and the company's information disclosure management system [10] Responsibilities of Personnel - All directors must strictly review external guarantee matters according to the system and bear joint liability for any losses caused by violations [10][11] - Management personnel who exceed their authority in approving guarantees may face legal consequences if losses occur [11][12] Miscellaneous - The external guarantee system applies to the company's subsidiaries as well [12] - The system becomes effective upon approval by the board of directors and shareholders' meeting [12][13]

General Principles - The rules are established to clarify the responsibilities and decision-making processes of the board of directors, ensuring effective governance and scientific decision-making [1][2][3] Composition and Powers of the Board - The board of directors is responsible to the shareholders' meeting and is composed according to the company's articles of association [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans and investment proposals, and managing internal structures [1][2] Chairman of the Board - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [3][4] Board Secretary - The company appoints a board secretary responsible for preparing meetings, managing documents, and handling information disclosure [4][5] - The board secretary must have relevant experience and knowledge in finance, law, and management [4][5] Committees of the Board - The board establishes specialized committees, including strategy, nomination, audit, and remuneration committees, each with specific responsibilities and majority independent director representation [6][7][8] - Each committee must submit proposals to the board for approval [8][9] Meeting Procedures - Board meetings can be regular or temporary, with specific procedures for convening and notifying members [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [12][13] Decision-Making and Voting - Proposals must be clear and within the board's authority, with specific requirements for submission and approval [14][15] - Voting procedures include provisions for conflicts of interest and the need for independent directors' approval for certain matters [16][17] Record Keeping - Detailed records of meetings, including attendance, discussions, and decisions, must be maintained for a minimum of ten years [18][19] Amendments to Rules - The rules may be amended in response to changes in laws, regulations, or company articles, requiring shareholder approval [20][21]

Core Points - The company, Hongyuan Green Energy Co., Ltd., was established as a joint-stock company from a limited liability company, with its registration in Wuxi City and a registered capital of RMB 679,022,202 [2][3] - The company issued 31.5 million shares of ordinary stock to the public on November 23, 2018, approved by the China Securities Regulatory Commission [2] - The company's operational purpose focuses on customer satisfaction, high-quality market expansion, honest service, and practical innovation for development [4] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [2] - The company is a permanent joint-stock entity, with the chairman serving as the legal representative [3] Chapter 2: Business Objectives and Scope - The company's business scope includes manufacturing, processing, and selling CNC machine tools, automation control equipment, and photovoltaic equipment, among others [4][5] Chapter 3: Shares - The company has a total of 679,022,202 shares, all of which are ordinary shares, and the issuance follows principles of openness, fairness, and justice [6][18] - The company can increase or decrease its registered capital through resolutions passed at the shareholders' meeting [7][21] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [12][13] - The company must hold annual and temporary shareholders' meetings, with specific procedures for calling and conducting these meetings [46][48] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals for shareholders' meetings must fall within the scope of the shareholders' authority and be clearly defined [56] - Notifications for meetings must include details such as time, location, and agenda, ensuring transparency for all shareholders [59] Chapter 6: Voting and Resolutions of Shareholders' Meetings - Resolutions can be ordinary or special, with different voting thresholds required for each type [78][80] - Each share carries one vote, and the company must ensure that the interests of minority investors are considered during significant decisions [81]

Core Viewpoint - The company has established a 2025 Employee Stock Ownership Plan (ESOP) aimed at enhancing employee engagement, attracting and retaining key talent, and aligning employee interests with long-term corporate goals [1][2]. Chapter Summaries Chapter 1: General Principles - The ESOP is designed to comply with relevant laws and regulations, ensuring transparency and voluntary participation from employees [2][3]. Chapter 2: Purpose and Principles of the ESOP - The primary goal is to create a long-term benefit-sharing mechanism between employees and owners, thereby maximizing company and shareholder value [2]. - Key principles include legal compliance, voluntary participation, shared benefits, and risk-bearing by participants [2][3]. Chapter 3: Participants and Funding - Eligible participants include company directors (excluding independent directors), senior management, and core employees [4]. - Funding sources for the ESOP include employees' legal salaries, self-raised funds, and other legally permitted methods [5]. Chapter 4: Stock Source and Scale - The shares for the ESOP will be sourced from the company's repurchased A-shares, with a total stock limit not exceeding 10% of the company's total equity [5][6]. Chapter 5: Duration and Lock-up Period - The ESOP will have a defined duration and a lock-up period for the shares, with specific unlocking schedules based on performance metrics [6][7]. Chapter 6: Management and Governance - The ESOP will be managed by a committee elected by the participants, ensuring that the interests of the participants are represented [12][15]. - The management committee will oversee daily operations and ensure compliance with regulations [12][15]. Chapter 7: Rights and Obligations of Participants - Participants have rights to the benefits of the ESOP but must also bear the associated risks and cannot transfer their shares without consent [22][23]. Chapter 8: Termination and Liquidation - The ESOP can be terminated upon reaching its duration or under specific conditions, with a clear process for liquidating assets and distributing benefits to participants [19][23].

Group 1 - The company has implemented a restricted stock incentive plan, with 80% of the granted stocks allocated to core employees, totaling 433.82 million shares, which represents 0.64% of the company's total share capital [1] - The reserved portion of the incentive plan accounts for 20% of the total, amounting to 108.45 million shares, or 0.16% of the total share capital [1] - The total number of shares involved in the incentive plan does not exceed 10% of the company's total share capital, and the reserved equity does not exceed 20% of the proposed equity to be granted [1] Group 2 - The list of core employees eligible for the incentive plan is provided, although the ranking is not specified [1]

Core Viewpoint - The company is proposing a 2025 Restricted Stock Incentive Plan aimed at attracting and retaining talented core employees, aligning the interests of shareholders, the company, and the core team for long-term development [2][8][30] Summary by Sections Plan Overview - The plan will grant a total of up to 5.4227 million restricted shares, accounting for approximately 0.80% of the company's total share capital of 67,902.2202 million shares [2][12] - The initial grant will consist of 4.3382 million shares, representing 80% of the total restricted shares to be granted [2][12] Eligibility and Conditions - The plan targets 193 core employees, excluding independent directors and major shareholders [3][11] - The plan will not be implemented if the company is in violation of relevant laws or regulations [2][3] Grant and Vesting Details - The effective period of the plan is from the completion of the restricted stock grant registration until all shares are released from restrictions, lasting no more than 60 months [4][12] - The grant price for the restricted shares is set at 11.61 yuan per share [15][16] Performance Assessment - The plan includes performance targets for the release of restrictions, with specific revenue growth rates and profit targets set for each vesting period [19][20][21] - The first vesting period requires a revenue growth rate of at least 40% for 2025 compared to 2024, or a turnaround in net profit [19] Adjustment Mechanisms - The number of restricted shares and grant price will be adjusted in case of capital increases, stock dividends, or other corporate actions [22][23][24] - The company will repurchase unvested shares at the grant price if the vesting conditions are not met [27][28] Implementation Process - The plan requires approval from the shareholders' meeting after being reviewed by the board of directors and the compensation committee [30] - The company must publicly disclose the list of eligible employees for at least 10 days before the shareholders' meeting [30]

Company Overview - Company Name: Hongyuan Green Energy Co., Ltd. - Registered Capital: 678.022 million RMB - Legal Representative: Yang Jianli - Registered Address: No. 158, South Lake Middle Road, Xuelang Street, Binhu District, Wuxi City, Jiangsu Province - Listing Date: December 28, 2018 - Business Scope: Manufacturing, processing, and sales of CNC machine tools, general machine tools, automation control equipment, testing equipment, metal structures, machine tool parts, and accessories; hardware processing; development of CNC software; import and export of various goods and technologies [1][1][1] Financial Data - 2024 Revenue: 7.302 billion RMB, down from 11.859 billion RMB in 2023 and 21.909 billion RMB in 2022 - 2024 Net Profit Attributable to Shareholders: -2.697 billion RMB, compared to 740.570 million RMB in 2023 and 3.033 billion RMB in 2022 - 2024 Basic Earnings Per Share: -4.322 RMB, down from 1.272 RMB in 2023 and 5.599 RMB in 2022 - 2024 Total Assets: 29.223 billion RMB, slightly down from 29.382 billion RMB in 2023 and up from 21.038 billion RMB in 2022 [1][1][1] Incentive Plan Purpose - The incentive plan aims to establish a long-term incentive mechanism to attract and retain talent, align the interests of shareholders, the company, and core team members, and focus on the company's long-term development [2][2] Stock Incentive Details - The plan involves granting a total of up to 5.4227 million restricted stocks, accounting for approximately 0.80% of the company's total share capital of 67,902.2202 million shares - The initial grant will consist of 4.3382 million shares, representing 80% of the total restricted stocks to be granted [2][3] Eligible Participants - The incentive plan targets 193 core employees, excluding directors and senior management - The remaining rights will be allocated to other eligible participants within 12 months after the plan is approved by the shareholders' meeting [3][3] Grant Price and Conditions - The grant price for the restricted stocks is set at 11.61 RMB per share - The price is determined based on the higher of 50% of the average trading price over the previous trading day or the previous 20 trading days [5][5] Vesting Schedule - The incentive plan has a maximum validity of 60 months - The vesting schedule includes three phases, with 40% vesting after 12 months, 30% after 24 months, and 30% after 36 months from the grant date [7][8] Performance Conditions - The performance targets for the first vesting period require a revenue growth rate of at least 40% in 2025 compared to 2024 or a turnaround to profitability - Subsequent periods have increasing revenue growth targets of 50% and 60% for 2026 and 2027, respectively [11][13] Adjustment Procedures - The number of restricted stocks and grant prices may be adjusted in case of capital increases, stock splits, or other corporate actions - Adjustments will be based on specific formulas to ensure fairness [15][16] Rights and Obligations - The company is responsible for performance evaluations and may repurchase unvested stocks if performance conditions are not met - Participants must fulfill tax obligations and adhere to the plan's terms [21][22]

Group 1 - The board's compensation and assessment committee of Hongyuan Green Energy Co., Ltd. has reviewed the 2025 restricted stock incentive plan and employee stock ownership plan, confirming compliance with relevant laws and regulations [1][2] - The incentive plan's design and review process align with the provisions of the Management Measures and other regulatory documents, ensuring the eligibility of the incentive objects [1][2] - The performance assessment system established in the incentive plan effectively aligns the interests of the incentive objects with the overall interests of the company, promoting long-term sustainable development [2][4] Group 2 - The employee stock ownership plan has also been reviewed and found to comply with relevant laws and regulations, ensuring no infringement on the interests of the company and its shareholders [2][4] - The management framework of the employee stock ownership plan is designed to balance individual and company interests, contributing to the enhancement of corporate governance and employee cohesion [4][5] - The board's compensation and assessment committee has agreed to submit both the restricted stock incentive plan and the employee stock ownership plan for shareholder approval [2][5]

证券代码：603185 证券简称：弘元绿能 公告编号：2025-043 弘元绿色能源股份有限公司 为了进一步建立、健全公司长效激励机制，吸引和留住优秀人才，充分调动 公司核心骨干员工的积极性，有效地将股东利益、公司利益和核心团队个人利益 结合在一起，使各方共同关注公司的长远发展，在充分保障股东利益的前提下， 按照收益与贡献对等的原则，根据《公司法》、《证券法》、《上市公司股权激 励管理办法》等有关法律、法规和规范性文件以及《公司章程》的规定，制定本 次 2025 年限制性股票激励计划及其摘要。 具体内容详见公司同日刊登在《中国证券报》、《上海证券报》及上海证券 交易所网站（www.sse.com.cn）的《2025 年限制性股票激励计划（草案）摘要》 （公告编号：2025-046）。 本议案已经公司第四届董事会薪酬与考核委员会第五次会议审议通过。 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。 一、董事会会议召开情况 弘元绿色能源股份有限公司（以下简称"公司"）第四届董事会第三十二次 会议于 2025 年 9 月 5 日 ...

弘元绿色能源股份有限公司（以下简称"公司"）第四届监事会第二十一次 会议于 2025 年 9 月 5 日在公司会议室以现场方式召开，会议通知及相关资料于 会主席杭岳彪先生主持，应参加会议监事 3 人，实际参加会议监事 3 人，公司董 事会秘书列席了本次会议。会议的召集和召开程序符合《中华人民共和国公司法》 等法律法规、行政部门规章、规范性文件和《弘元绿色能源股份有限公司章程》 的有关规定。 证券代码：603185 证券简称：弘元绿能 公告编号：2025-044 弘元绿色能源股份有限公司 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个别及连带责任。 一、监事会会议召开情况 表决结果：3 票同意，0 票反对，0 票弃权。 三、备查文件 《弘元绿色能源股份有限公司第四届监事会第二十一次会议决议》。 特此公告。 弘元绿色能源股份有限公司 监 事 会 二、监事会会议审议情况 （一）审议通过《《关于取消监事会并修订公司 <章程> 的议案》》 具体内容详见公司同日刊登在《中国证券报》、《上海证券报》及上海证券 交易所网站（www.sse.com.c ...