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 ...

General Principles - The internal reporting system for significant matters at Delong Composite Energy Group Co., Ltd aims to standardize the reporting process and ensure the authenticity, accuracy, completeness, and timeliness of information disclosure, protecting the rights of the company, investors, and other stakeholders [1][2] - The system is established in accordance with various laws and regulations, including the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China [1] Reporting Obligations - The primary responsible individuals for internal information reporting include company directors, senior management, department heads, and those in control of subsidiaries and significant shareholders [2] - Obligated reporters must provide timely, truthful, accurate, and complete information without false or misleading statements [2][3] Scope of Significant Matters - Significant information includes periodic reports, board resolutions, shareholder resolutions, major transactions, related party transactions, and significant events or risks that may impact the company's stock price [2][3][4] - The reporting obligation extends to any situation that may significantly affect the trading price of the company's securities, even if not explicitly listed [4] Reporting Procedures - Upon becoming aware of significant matters, obligated reporters must promptly report to the board office via various communication methods and submit written materials within one working day [5][6] - The board office is responsible for analyzing and determining the handling of reported matters and drafting necessary disclosure documents for board review [6] Responsibilities and Penalties - Individuals with access to undisclosed significant information must maintain confidentiality and are prohibited from trading or manipulating the company's securities [6][7] - Failure to report significant matters in a timely manner may result in penalties, including criticism, warnings, fines, or dismissal, and may lead to civil liability if it causes serious consequences for the company [7]

General Principles - The purpose of the management measures is to strengthen the control of the company over its subsidiaries, effectively prevent operational risks, and protect the legal rights of the company and its investors [1][2] - The measures aim to maintain the overall interests of the company, establish a sound internal control system, clarify the responsibilities of the group and its subsidiaries, and ensure efficient and orderly operations of the subsidiaries [1][2] Application Scope - The regulations apply to the company and its subsidiaries, which must establish control systems for their own subsidiaries and accept supervision from the company [2] Responsibilities of Appointed Personnel - The company has the right to appoint directors, supervisors, and senior management personnel to its subsidiaries based on its shareholding ratio and management needs [2][3] - Appointed personnel must comply with relevant laws and regulations and are responsible for the effective execution of the management measures [3][4] Operational Management - Subsidiaries must adhere to national laws and regulations in their operational activities and develop their own management systems in line with the group's development plans [11][12] - Annual operational plans must be prepared by the subsidiaries and approved by the group, including key economic indicators and sales strategies [12][13] Financial Management - Subsidiaries must comply with national accounting standards and the group's financial management policies, regularly reporting financial data to the group [19][20] - Strict control over non-operational expenditures and related party transactions is required to avoid any misuse of funds [24][25] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the group, ensuring that investments are legal, prudent, and effective [28][29] - Investment projects must be reported on regularly to ensure asset preservation and value appreciation [30] Reporting of Major Events - Subsidiaries must establish a reporting system for major business and financial events, ensuring timely communication with the group [33][34] - Compliance with confidentiality obligations regarding sensitive information is mandatory [36] Audit and Supervision - The group's audit department is responsible for supervising the execution of the management measures and conducting regular audits of the subsidiaries [38][39] - Audits will cover compliance with laws, management systems, and financial conditions [40][41] Incentive and Penalty System - Subsidiaries must establish mechanisms to motivate management and staff, aligning responsibilities, rights, and benefits [43][44] - The group will assess the performance of subsidiary leaders based on economic benefits and compliance with management measures [44][46]

General Principles - The purpose of the work system for the board secretary of Delong Composite Energy Group Co., Ltd. is to promote standardized operations and enhance the management and supervision of the board secretary's work [1] - The board secretary is a senior management personnel responsible to the board and has corresponding rights and obligations as per laws and company regulations [1] Qualifications - The board secretary must meet the qualifications outlined in the Stock Listing Rules and possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Individuals who have been administratively punished by the China Securities Regulatory Commission in the last 36 months or have been publicly criticized by the stock exchange are not eligible to serve as board secretary [2] Appointment and Dismissal - The board secretary is nominated by the chairman and appointed or dismissed by the board [4] - The company must provide reasons for the dismissal of the board secretary and announce it publicly [4] Responsibilities and Authority - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [5][6] - The board secretary has the authority to participate in relevant meetings, access company documents, and report any obstruction in their duties directly to the stock exchange [5] Confidentiality and Training - The board secretary must maintain confidentiality during and after their tenure, with obligations continuing until relevant information is disclosed [8] - The company is required to ensure that the board secretary participates in ongoing training organized by regulatory bodies [8] Evaluation - The performance of the board secretary is included in the evaluation system for senior management, based on company regulations [8] Miscellaneous - This work system will take effect upon approval by the company's board and will be interpreted by the board [9]

General Principles - The company aims to enhance its governance structure and ensure independent directors fulfill their responsibilities according to relevant laws and regulations [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities of Independent Directors - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and they must act in the best interest of the company and protect the rights of minority shareholders [2][10] - They must participate in decision-making, provide supervision, and offer professional advice to improve the board's decision-making quality [2][10] Composition and Qualifications - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][4] - Candidates for independent directors must meet specific qualifications, including independence, relevant experience, and good personal character [6][8] Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's issued shares, and the election is decided by the shareholders' meeting [11][12] - The nomination process requires the consent of the candidates and a thorough review of their qualifications by the nomination committee [12][13] Duties and Rights - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholders' meetings [18][19] - They must provide clear and independent opinions on significant matters, including potential conflicts of interest and their impact on the company and minority shareholders [10][11] Meeting and Reporting Requirements - Independent directors are required to attend board meetings and must submit a report on their activities, including attendance and participation in committees [12][13] - They must maintain detailed records of their work and ensure that their opinions are documented in meeting minutes [14][15] Communication and Support - The company must provide necessary resources and support for independent directors to perform their duties effectively, including timely access to information [16][17] - Independent directors should have a mechanism for communication with minority shareholders to address their concerns [18][19]

德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 根据《公司法》《证券法》《上市公司章程指引》《深圳证券交易所股票上 市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范 运作》等相关法律法规及规范性文件的规定，德龙汇能集团股份有限公司（以下 简称"公司"）拟对公司《股东会议事规则》部分条款作如下修订： 修订前 修订后 删除监事会、监事相关规定。由审 计委员会行使监事会职权。 股东大会 股东会 第三条 股东会应当在《公司法》 新增 和公司《章程》规定的范围内行使职权。 第二章 股东大会职权 第五条 股东大会是公司的权力机 构，依法行使下列职权： （一）决定公司的经营方针和投资 计划； （二）选举和更换非由职工代表担 任的董事、监事，决定有关董事、监事 的报酬事项； （三）审议批准董事会的报告； （四）审议批准监事会的报告； （五）审议批准公司的年度财务预 删除。股东会职权具体详见公司 算方案、决算方案； 《章程》。 （六）审议批准公司的利润分配方 案和弥补亏损方案； （七）对公司增加或者减少注册资 本作出决议； （八）对发行公司债券作 ...

德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 内部审计制度 [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 为提升德龙汇能集团股份有限公司（以下简称"公 司"）内部审计工作质量，规范公司经营行为，提高运营效率， 保障公司经营的稳健运行，根据《中华人民共和国公司法》《中 华人民共和国审计法》《深圳证券交易所股票上市规则》《中小 企业板上市公司规范运作指引》《深圳证券交易所上市公司自律 监管指引第 1 号——主板上市公司规范运作》以及公司《章程》 的有关规定，结合公司实际，制定本制度。 第二条 本制度所称内部审计，是指由公司内部审计部门对 被审计对象的内部控制和风险管理的有效性、财务信息的真实性 和完整性以及经营活动的效率和效果等，通过系统、规范的方法 开展的一系列评价的活动。 第三条 本制度所称被审计对象，是指公司各部门、分公司、 控股子公司以及具有重大影响的参股公司（以下统称"各单位"） 及其相关责任人员。 第二章 机构和人员 第四条 公司董事会审计委员会（下文简称：审计委员会）下 设审计监察部，为 ...

General Principles - The purpose of the information disclosure management rules is to enhance the management of information disclosure, standardize disclosure behavior, and protect investors' rights [1] - Information disclosure refers to the act of publicly announcing significant information that may impact the company's stock price, which has not yet been disclosed to investors [1][2] - The information that must be disclosed includes any information that could significantly affect the trading price of the company's securities or influence investors' decisions [1][2] Disclosure Obligations - The company, its directors, and senior management must ensure that disclosed information is true, accurate, complete, timely, and fair [2] - "True" means the information should reflect objective facts without false records or misleading statements [2] - "Accurate" means the information should be clear and concise, avoiding any promotional or exaggerated language [2] - "Complete" means all relevant information must be included without significant omissions [2] - "Timely" means disclosures must be made within the deadlines set by regulatory authorities [2] - "Fair" means all investors should have equal access to the same information [2] Disclosure Requirements - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investment decisions [10] - Annual reports must be audited by a qualified accounting firm, while semi-annual reports may not require an audit unless specified [11] - Quarterly reports do not need to be audited unless otherwise required by regulatory authorities [11] - The company must disclose any expected losses or significant changes in performance in a timely manner [13] Temporary Reports - The company must disclose temporary reports for specific events, such as board resolutions, shareholder meetings, and significant transactions that meet regulatory disclosure standards [17] - Significant events that require disclosure include asset purchases, sales, financial assistance, and other major transactions [17][18] Information Disclosure Process - The board of directors is responsible for organizing and overseeing the preparation and disclosure of periodic reports [22] - The company’s senior management must ensure timely preparation and submission of reports for board approval [22] - The board secretary is responsible for coordinating the disclosure process and ensuring compliance with regulations [30] Responsibilities of Disclosure Obligors - Shareholders and actual controllers must inform the company of any significant changes in their shareholding or control [34] - Directors and senior management must ensure the accuracy and completeness of disclosed information and report any significant events promptly [41][42] Internal Control and Supervision - The company must establish internal controls to ensure the accuracy and confidentiality of financial information before disclosure [59] - The internal audit department is responsible for monitoring compliance with financial disclosure regulations [60] Confidentiality and Exceptions - The company may defer or exempt disclosure of information that involves state secrets or commercial secrets under certain conditions [45][47] - If the reasons for deferring disclosure are no longer valid, the company must promptly disclose the information [48] Communication with Investors and Media - Only authorized personnel, such as the chairman, president, or board secretary, may communicate with the media regarding company information [53][54] - The company must establish procedures to verify communications with specific parties to prevent unauthorized disclosure of significant information [56]

德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 募集资金管理办法 ［本制度尚需提交公司 2025 年第三次临时股东大会审议］ 第一章 总则 第一条 为了规范德龙汇能集团股份有限公司（以下简称 "公司"）募集资金的管理和运用，切实保护投资者的利益， 依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司募集资金监管规则》《深圳证券交易所股票上市规则》《深 圳证券交易所主板上市公司规范运作指引》等法律、法规及规 范性文件的规定，结合公司实际情况，制定本办法。 第二条 本办法所称募集资金是指公司通过发行证券股 票或者其他具有股权性质的证券，向投资者募集并用于特定 用途的资金，不包括公司为实施股权激励计划募集的资金。 本办法所称超募资金，是指实际募集资金净额超过计划 募集资金金额的部分 第三条 公司募集资金应当专款专用。公司使用募集资金应 当符合国家产业政策和相关法律法规，践行可持续发展理念，履 行社会责任，原则上应当用于主营业务，有利于增强公司竞争能 力和创新能力。 第四条 公司应当审慎使用募集资金，保证募集资金 的使用与发行申请文件的承诺相一致，不 ...