Core Points - Delong Composite Energy Group Co., Ltd is revising its articles of association to enhance corporate governance and internal control systems [1][2][3] - The revisions include the removal of the supervisory board and transferring its powers to the audit committee [1][2] - The company aims to ensure the protection of the rights of shareholders, employees, and creditors through these amendments [1][2] Summary by Sections - **Corporate Governance Changes** - The supervisory board and related provisions have been deleted, with the audit committee assuming its responsibilities [1][2] - The president is elected by the board of directors and serves as the legal representative of the company [2] - **Shareholder Rights and Responsibilities** - Shareholders can sue the company and its directors, supervisors, and senior management, and vice versa [3][4] - Shareholders are required to comply with laws and regulations and cannot withdraw their capital except as legally permitted [13][14] - **Capital Structure and Share Issuance** - The company has issued 358,631,009 ordinary shares, with no other categories of shares [4][5] - Share issuance must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [4][5] - **Financial Assistance and Transactions** - The company may provide financial assistance for acquiring its shares, subject to a cap of 10% of the total issued capital [4][5] - Significant transactions, such as asset purchases or sales exceeding 30% of total assets, require shareholder approval [21][22] - **Related Party Transactions** - Related party transactions exceeding 5% of net assets must be submitted for shareholder approval [24][25] - The company must maintain transparency and adhere to regulations regarding related party transactions [24][25] - **Shareholder Meetings and Voting** - The company will provide both physical and electronic means for shareholders to participate in meetings [29][30] - Shareholders holding more than 3% of shares can propose agenda items for meetings [33][34]

Summary of Key Points Core Viewpoint - The report outlines the non-operating fund occupation and other related fund transactions of Delong Huineng Group Co., Ltd. for the first half of 2025, detailing the amounts involved and the nature of these transactions [1]. Group 1: Non-Operating Fund Occupation - The total non-operating fund occupation at the beginning of 2025 was RMB 474.98 million, with no repayments during the half-year, resulting in a year-end occupation of RMB 484.48 million [1]. - The only related party involved in non-operating fund occupation is Chengdu Tianhuayuan Hotel Management Co., Ltd., which received a loan of RMB 474.98 million [1]. Group 2: Other Related Fund Transactions - The total amount of other related fund transactions was RMB 16,176.24 million at the beginning of the year, increasing to RMB 22,059.98 million by mid-year, with a year-end balance of RMB 18,758.67 million [1]. - Major transactions include accounts receivable from various subsidiaries, with significant amounts from companies like Deyang Jingneng Natural Gas Co., Ltd. and Dalian New Century Gas Co., Ltd. [1]. - The report indicates that the company has engaged in both operating and non-operating fund occupations, with specific amounts allocated for energy services and material sales [1]. Group 3: Financial Assistance to Chengdu Tianhuayuan - Chengdu Tianhuayuan Hotel Management Co., Ltd. received a financial assistance loan of RMB 474.98 million from the company, with a loan term of 5 years and an interest rate of 4% [2]. - Another shareholder provided a loan of RMB 922.02 million under similar conditions, indicating a collaborative financial support structure for the hotel [2].

Group 1 - The company has decided to cancel its supervisory board to enhance governance efficiency and standardize operations, with the supervisory board's powers being transferred to the audit committee of the board of directors [1][2] - The company held its 13th board meeting on August 14, 2025, where three proposals regarding the revision of the company's articles of association and related rules were approved [1] - The revisions to the articles of association and related rules are aimed at improving the governance structure in accordance with relevant laws and regulations, and will be submitted for approval at the upcoming extraordinary general meeting of shareholders [2] Group 2 - The specific amendments to the articles of association, shareholder meeting rules, and board meeting rules will be published on the company's official information disclosure platform [2] - The board of directors will seek authorization from the shareholders' meeting to allow management to handle the necessary business registration and filing related to the amendments [2] - The company will disclose the full text of the revised articles of association and related rules after approval from the shareholders' meeting [2]

Core Points - The article outlines the establishment of the Compensation and Assessment Committee of Delong Composite Energy Group Co., Ltd, aimed at improving the management of compensation and assessment for directors and senior management [1][2] - The committee is responsible for setting assessment standards and reviewing compensation policies for directors and senior management, reporting directly to the board [1][2] Group 1: General Provisions - The committee is established to enhance the governance structure of the company in accordance with 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 is tasked with developing assessment standards and compensation policies for directors and senior management, and must propose recommendations on various matters to the board [8][9] - The committee's recommendations on director compensation must be approved by the board and subsequently submitted for shareholder approval [9] Group 3: Meeting Rules - The committee can hold meetings as needed, with a requirement for two-thirds of members to be present for decisions to be made [10][12] - Meetings can be conducted through various communication methods, and members must express their opinions clearly [14][15] Group 4: Miscellaneous Provisions - The rules established by the committee will take effect upon approval by the board [21] - Any unresolved matters will be governed by national laws and the company's articles of association [22][23]

General Overview - The document outlines the operational guidelines for Delong Composite Energy Group Co., Ltd, aiming to institutionalize and standardize management practices to ensure sound decision-making and promote healthy company growth [1][2]. Responsibilities and Structure - The President is the legal representative of the company, responsible for daily operations and implementing board resolutions, with support from Vice Presidents and the Chief Financial Officer [1][2]. - Vice Presidents manage specific departments as per the President's directives and are responsible for their respective areas, including personnel decisions and business coordination [2][3]. - The Chief Financial Officer oversees financial operations, ensuring compliance with regulations and preparing accurate financial reports [3][4]. Management Meetings - The President's office meetings serve as a platform for the management team to discuss and decide on operational matters, typically held twice a month [3][4]. - Meetings can be convened urgently under specific circumstances, such as significant operational issues or unexpected events [4][5]. Decision-Making Process - Decisions made during management meetings are documented in meeting minutes or resolutions, which must be executed by the management team [5][6]. - The President has the authority to approve transactions within the board's authorized limits, with significant transactions requiring board approval [6][7]. Reporting to the Board - The President is required to report regularly to the board on various aspects, including financial performance, major contracts, and investment project progress [7][8]. - Reports can be delivered verbally or in writing, depending on the board's requirements [8].

Core Points - Delong Composite Energy Group Co., Ltd. is proposing amendments to its Board Meeting Rules, specifically removing provisions related to the Supervisory Board and transferring its powers to the Audit Committee [1] - The Board will now have the authority to delegate certain matters to the CEO for approval if they do not fall within the Board's review scope [2] - The Board will consist of nine directors, with independent directors making up at least one-third of the total [2] - The establishment of specialized committees, including Audit, Strategy, Nomination, and Compensation Committees, is mandated, with independent directors holding a majority in these committees [3] - The rules regarding the powers of the Board have been revised, detailing specific responsibilities and decision-making processes [5][6] Summary by Sections Board Structure - The Board will consist of nine directors, with independent directors comprising at least one-third of the total [2] - The roles of the Chairman and Vice Chairman will be elected by a majority of the Board [2] Board Powers - The Board will have the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [5] - The Board can approve external transactions within specified limits without requiring further approval from the shareholders [6][7] Committees - The Board will establish specialized committees, including Audit, Strategy, Nomination, and Compensation Committees, with independent directors in leadership roles [3] - The Audit Committee will be led by a professional accountant, ensuring compliance with relevant regulations [3] Meeting Procedures - Board meetings can be conducted through various means, including video and telephone conferencing, ensuring flexibility in decision-making [10][11] - A quorum for Board meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [13] Record Keeping - Meeting records must be accurate and comprehensive, reflecting the opinions of attendees, and must be retained for a minimum of ten years [15]

Core Points - The article outlines the regulations and principles governing related party transactions for Delong Composite Energy Group Co., Ltd, ensuring fairness and protection of the rights of non-related shareholders [1][2][3] Group 1: General Principles - The company must adhere to principles of honesty, openness, fairness, and justice in related party transactions [1] - Related shareholders and directors must abstain from voting on related party matters [1] - Transactions should not harm the legitimate rights and interests of the company and its shareholders [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons with specific relationships to the company [2] - The company must maintain a list of related parties and their relationships, which must be reported to the board [4] Group 3: Transaction Procedures - Related party transactions must be legally compliant, necessary, and fair, and should not be used to manipulate financial indicators [2][3] - Written contracts must be signed for related party transactions, specifying clear terms and pricing principles [8][9] Group 4: Pricing and Valuation - Pricing for related party transactions should follow national pricing policies or market prices; if neither is available, a cost-plus method may be used [9][10] - If no clear pricing method is applicable, parties can agree on a pricing method based on the specifics of the transaction [10] Group 5: Decision-Making and Disclosure - Transactions exceeding certain thresholds must be submitted for board approval and disclosed [12] - Related directors must abstain from voting on transactions, and a majority of non-related directors must approve the decisions [15][16] Group 6: Responsibilities and Penalties - The company must ensure that related transactions do not lead to unfair advantages or misuse of company resources [25][26] - The audit committee is responsible for overseeing related party transactions and ensuring compliance with regulations [27]

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Delong Composite Energy Group Co., Ltd, aimed at enhancing corporate governance and ensuring effective oversight of the management by the board of directors [1][2][3] Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure effective supervision of the management [1] - The committee is responsible for reviewing financial information and disclosures, as well as supervising and evaluating internal and external audit work [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors who are not senior management, with a majority being independent directors, including at least one professional accountant [2] - The committee is chaired by a professional accountant among the independent directors, who is responsible for leading the committee's work [2] Group 3: Responsibilities and Authority - The committee has the authority to supervise and evaluate external audit work, propose the hiring or replacement of external auditors, and oversee internal audit activities [3][4] - It is responsible for reviewing the company's financial information and ensuring the integrity of financial reporting [4][5] - The committee must report any violations of laws or regulations by directors or senior management to the board or shareholders [5][6] Group 4: Annual Reporting and Meetings - The Audit Committee is tasked with arranging the annual financial report audit and ensuring timely communication with the auditing firm [7][8] - The committee must hold at least one meeting per quarter and can convene additional meetings as necessary [9][10]

General Overview - The document outlines the working rules of the Strategic Committee of Delong Composite Energy Group Co., Ltd, established to enhance investment decision-making and improve governance structure [1][2]. Composition of the Committee - The Strategic Committee consists of three directors, with a majority being independent directors [3]. - The chairman of the committee is the company's chairman, who also serves as the convener [2]. Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions for the company's long-term development strategy, major investment decisions, and significant operational projects [3]. - The committee is accountable to the board of directors, and any proposals not fully adopted by the board must be documented along with reasons for non-adoption [3][4]. Meeting Procedures - The committee can hold meetings as needed, with any member able to propose a temporary meeting [4]. - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [4][5]. - Voting can be conducted through various means, including electronic methods, ensuring all members can express their opinions [5]. Confidentiality and Record Keeping - Members are obligated to maintain confidentiality regarding meeting discussions and must adhere to the company's information management policies [5]. - Meeting records must be kept for at least ten years, and all attendees must sign the records [5]. Implementation and Amendments - The working rules take effect upon approval by the board and are subject to relevant national laws and regulations [5]. - The board holds the authority to interpret these rules [5].

德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 市值管理制度 [经2025年8月14日公司十三届董事会第十八次会议审议通过] 二○二五年八月 第一章 总则 第一条 为加强德龙汇能集团股份有限公司（以下简称"公 司"）市值管理，切实推动公司投资价值提升，增强投资者回报， 维护投资者利益，根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司信息披露管理办法》《上市公司监管指 引第 10 号——市值管理》等法律法规、规范性文件和公司《章 程》等规定，制定本制度。 第二条 本制度所称市值管理，是指公司以提高上市公司质 量为基础，为提升投资者回报能力和水平而实施的战略管理行为。 上市公司质量是公司投资价值的基础和市值管理的重要抓 手。公司应当立足提升公司质量，依法依规运用各类方式提升上 市公司投资价值。 第三条 市值管理的基本原则包括： （一）合规性原则：公司应当在严格遵守相关法律法规、规 范性文件、自律监管规则以及公司《章程》等内部规章制度的前 提下开展市值管理工作。 （二）系统性原则：公司应当按照系统思维、整体推进的原 则，协同公司各业务体系以系统 ...