Meeting Information - The company has convened a meeting to review the proposal for the 2025 Third Extraordinary General Meeting of Shareholders on August 14, 2025 [1] - The meeting will take place on September 3, 2025, at 15:00 [1] - Shareholders can vote online through the Shenzhen Stock Exchange trading system during specified times on the same day [1] Voting Procedures - Only one voting method can be selected: on-site voting, trading system voting, or internet voting [2] - Shareholders must be registered by the cut-off date of August 27, 2025, to participate [2] - The voting code for the meeting is "360593" and the voting abbreviation is "Delong Voting" [7] Agenda Items - The meeting will discuss proposals including amendments to the company's Articles of Association and the cancellation of the Supervisory Board [3][4] - Approval for the amendments requires a two-thirds majority of the voting rights held by shareholders [6] - Other proposals include the registration of changes with the industrial and commercial authorities [3][4] Registration and Attendance - Legal representatives of corporate shareholders must provide identification and proof of their authority [6] - Individual shareholders must present valid identification and stock account information [6] - The company has provided contact information for inquiries regarding the meeting [6] Online Voting Process - Detailed procedures for online voting are provided, including the need for identity verification and obtaining a digital certificate [8] - The online voting system is accessible through the specified website [8]

Financial Performance - The total operating revenue for the first half of 2025 was CNY 889,562,105.55, an increase from CNY 851,310,393.35 in the same period of 2024, reflecting a growth of approximately 4.5% [4] - The total operating costs rose to CNY 854,042,747.91 from CNY 807,609,281.18, indicating an increase of about 5.7% [4] - The net profit for the first half of 2025 was CNY 25,309,202.01, down from CNY 33,409,091.02 in the previous year, representing a decline of approximately 24.2% [4] Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,923,975,305.64, a decrease from CNY 1,957,448,719.76 at the beginning of the period [2][3] - Current assets totaled CNY 505,164,172.16, down from CNY 519,008,826.63, showing a reduction of about 2.7% [2] - Total liabilities decreased to CNY 964,112,629.89 from CNY 1,023,791,469.87, a decline of approximately 5.8% [2] Cash Flow - The net cash flow from operating activities was CNY 38,078,904.35, down from CNY 62,337,775.10 in the first half of 2024, indicating a decrease of about 39% [5] - Cash flow from investing activities showed a net outflow of CNY 24,787,217.62, compared to a net outflow of CNY 26,217,996.20 in the previous year [6] - Cash flow from financing activities resulted in a net outflow of CNY 29,908,209.81, down from CNY 67,853,665.79 in the same period of 2024 [6] Equity - Total equity increased to CNY 959,862,675.75 from CNY 933,657,249.89, reflecting a growth of approximately 2.8% [2][3] - The company's retained earnings showed a slight improvement, with an unallocated profit of CNY -142,591,173.39 compared to CNY -167,298,554.14 in the previous year [2][3]

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]

德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 关联交易制度 ［经2025年8月14日公司第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 为规范德龙汇能集团股份有限公司（以下简称"公 司"）的关联交易，确保公司的关联交易行为不损害公司和非关 联股东的合法权益，保证公司与关联人之间的关联交易符合公平、 公正原则，根据《公司法》《证券法》《深圳证券交易所股票上 市规则》等有关法律、法规、规范性文件及《德龙汇能集团股份 有限公司章程》（以下简称"公司《章程》"）中的有关规定， 制定本制度。 第二条 公司与关联人进行交易时，应遵循以下基本原则： （一）符合诚实信用原则； （二）符合公开、公平、公正的原则； （三）关联股东、关联董事应当回避关联交易事项的表决； （四）不得损害公司及股东的合法权益； （五）需遵循法律、法规、相关规范性文件、公司《章程》 及本制度的其他有关规定。 第三条 本制度适用于公司及公司直接或间接控制的子公司 （以下简称 "控股子公司"）。控股子公司与公司关联人发生 的关联交易，视同公司与公司关联人的交易，适用本制度 ...

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]