Core Viewpoint - The company plans to issue shares to Jin Cai Investment, raising up to RMB 400 million, with Jin Cai Investment committing to purchase all shares issued, which will result in both Jin Cai Investment and the company's largest shareholder becoming controlling shareholders [1][2][10]. Group 1: Issuance Details - The company intends to issue no more than 30% of its total share capital prior to the issuance, with total fundraising not exceeding RMB 400 million [1][2]. - The issuance price is set at RMB 3.96 per share, which is not less than 80% of the average trading price over the previous 20 trading days [4][7]. - The issuance is subject to approval from various regulatory bodies, including the State-owned Assets Supervision and Administration Commission and the China Securities Regulatory Commission [1][12]. Group 2: Related Party Transactions - Jin Cai Investment is considered a related party as it is controlled by the same entity as the company's largest shareholder, and both parties have signed a concerted action agreement [2][3]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][10]. - The shares subscribed by Jin Cai Investment will be subject to a lock-up period of 18 months post-issuance [8]. Group 3: Financial Impact - The funds raised will be used to supplement working capital, which is expected to enhance the company's financial strength and reduce its debt-to-asset ratio [10][11]. - The transaction aims to optimize the shareholder structure and improve the company's competitive position in the market [10][11]. - Following the issuance, both total assets and net assets of the company will increase, leading to a more reasonable financial structure [11].

Core Viewpoint - The company has approved a plan for a specific issuance of A-shares, which may dilute immediate returns for existing shareholders, and has proposed measures to compensate for this dilution [1][4]. Financial Impact of the Issuance - The issuance will increase the total share capital from 108,055.17 million shares to 118,156.18 million shares [2]. - The net profit attributable to the parent company is projected to remain stable at 7,669.79 million yuan under the assumption of no significant changes in the operating environment [2]. - Basic and diluted earnings per share are expected to remain at 0.07 yuan per share post-issuance under the same assumption [2][3]. Measures to Mitigate Dilution - The company plans to enhance its core business operations, focusing on clean renewable energy, ecological plant fiber products, and precision manufacturing to improve profitability [6]. - Strengthening management and internal controls is a priority to enhance operational efficiency and profitability [7]. - The company will ensure compliance in the use of raised funds, adhering to relevant laws and regulations to mitigate risks associated with fund usage [7]. - A commitment to strict cash dividend policies is established to ensure investor returns, with a three-year profit distribution plan in place [8]. Commitments from Major Stakeholders - The controlling shareholder has committed to not interfere with the company's management and to ensure the implementation of measures to compensate for diluted returns [9]. - Board members and senior management have made commitments to uphold the company's interests and ensure adherence to the compensation measures [10].

Core Viewpoint - Guangdong Shaoneng Group Co., Ltd. is implementing a restricted stock incentive plan for 2025, aiming to attract and retain talent while aligning the interests of shareholders, the company, and employees [1][11][12]. Group 1: Company Background - Guangdong Shaoneng Group Co., Ltd. is a legally established and effectively existing listed company, approved by relevant authorities in Guangdong Province [4][5]. - The company was publicly listed on the Shenzhen Stock Exchange on August 30, 1996, with the stock code "000601" [4]. Group 2: Incentive Plan Details - The 2025 restricted stock incentive plan includes various components such as the purpose, management structure, criteria for selecting incentive targets, and the distribution of shares [6][8]. - The plan specifies that the incentive targets include directors, senior management, and other personnel deemed necessary for motivation, excluding independent directors and major shareholders [7][10]. Group 3: Legal Compliance and Procedures - The plan has undergone necessary legal reviews and has been deemed compliant with relevant laws and regulations, including the Company Law and Securities Law [2][12]. - The company has fulfilled required legal procedures, including board approvals and independent director reviews, and will continue to meet disclosure obligations [10][13]. Group 4: Financial Aspects - The funding for the incentive plan will come from the incentive targets' own resources, with the company not providing any financial assistance [11][12]. - The plan is designed to enhance the company's long-term development without harming the interests of shareholders [11][12].

Core Viewpoint - The company is undergoing a change in its controlling shareholder and actual controller, transitioning to a new structure involving Guangdong Shaoguan City State-owned Assets Supervision and Administration Commission as the actual controller after a specific stock issuance [1][2][4] Summary by Sections Change of Controlling Shareholder and Actual Controller - As of the announcement date, the company has no controlling shareholder or actual controller. Following the completion of a stock issuance to specific investors, the controlling shareholder will change to Shaoguan Industrial Asset Management Co., Ltd. and Shaoguan Jin Cai Investment Group Co., Ltd., with the actual controller becoming the Shaoguan City State-owned Assets Supervision and Administration Commission [1][2] Procedures for Change - The change in controlling shareholder and actual controller requires several procedural steps, including approvals from state-owned asset authorities, shareholder meetings, and regulatory approvals from the National Market Supervision Administration and the China Securities Regulatory Commission [2][5] Shareholder Structure - As of June 30, 2025, the major shareholders include Shaoguan Industrial Asset Management Co., Ltd. (14.43%), Shenzhen Zhaowei Hengfa Energy Co., Ltd. (11.22%), and Shenzhen Risheng Chuangyuan Asset Management Co., Ltd. (7.07%), indicating a relatively dispersed shareholding structure [2][3] Agreements and Commitments - Shaoguan Jin Cai Investment Group and Shaoguan Industrial Asset Management have signed a "Joint Action Agreement" to coordinate their actions regarding shareholder rights and voting [3][4] - Shenzhen Zhaowei Hengfa has committed not to seek controlling status in the company and will support the transition to the new actual controller [4][5] Stock Issuance Details - The company plans to issue shares to specific investors, with the maximum shareholding post-issuance controlled by the new actual controller reaching 21.75% [5][6] Financial Overview of Jin Cai Investment - Jin Cai Investment Group has total assets of approximately 298.74 million, total liabilities of about 115.82 million, and net profit of around 20.50 million for the first quarter of 2025 [7][8]

Core Points - The document outlines the rules for the board of directors of Guangdong Shaoneng Group Co., Ltd., emphasizing the importance of scientific decision-making and legal compliance in corporate governance [1] - The board consists of nine directors, including one chairman and one to two vice-chairmen, with at least one-third being independent directors [1][2] - The board has specific powers, including convening shareholder meetings, executing shareholder resolutions, and deciding on major operational and investment plans [2][3] Group 1 - The board is responsible for formulating profit distribution plans and loss compensation schemes [2] - The board must discuss and resolve significant investment projects exceeding 15% of the company's net assets before implementation [4] - The chairman of the board has the authority to convene and preside over meetings, ensuring the execution of board resolutions [3][5] Group 2 - Board meetings must be held at least twice a year, with proper notification to all directors [6] - A quorum for board meetings requires the presence of more than half of the directors [8] - Decisions made in board meetings must be recorded, including details such as meeting date, attendees, and voting results [27]

Core Viewpoint - The company has established a 2025 Restricted Stock Incentive Plan to enhance its governance structure and align the interests of shareholders with management and key personnel, ensuring the achievement of future strategic and operational goals [1][2]. Summary by Sections General Principles - The purpose of the assessment is to improve the company's governance structure and establish an effective incentive mechanism to ensure the successful implementation of the stock incentive plan [2]. - The assessment will be based on principles of openness, fairness, and justice, closely linking the incentive plan with the performance and contributions of the incentivized individuals [2]. - The assessment targets include directors, senior management, and other personnel deemed necessary for incentives, with independent directors excluded from participation [2][3]. Assessment Organization and Management - The Human Resources Department, under the guidance of the Board's Compensation and Assessment Committee, is responsible for the specific assessment work and maintaining the integrity of the assessment results [3]. - The first grant of restricted stocks will occur before the disclosure of the third-quarter report in 2025, with assessment years set for 2025, 2026, and 2027, conducted annually [3][4]. Assessment Content - The performance assessment indicators for the incentive plan are structured in three phases, with annual assessments determining the conditions for lifting restrictions on the stocks [4]. - The performance targets for the first grant of restricted stocks are as follows: - For 2025, a net profit growth rate of no less than 30% based on the 2024 net profit [4]. - For 2026, a net profit growth rate of no less than 64% [4]. - For 2027, a net profit growth rate of no less than 97% [4]. - If the performance targets are met, the lifting of restrictions will be 100%; if not, the stocks cannot be released and will be repurchased by the company [4]. Management of Assessment Results - The assessment results will be confidentially archived for at least five years, with provisions for appeal to the Compensation Committee if disputes arise [4][5]. - The Board of Directors is responsible for the formulation, interpretation, and revision of the assessment management measures [5].

Core Points - The company is established as a joint-stock limited company in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3] - The registered capital of the company is RMB 1.080555 billion [3] - The company was approved to issue 25 million shares to the public in 1996 and is listed on the Shenzhen Stock Exchange [2][3] Chapter Overview General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and operations [2] - The company is registered in Shaoguan City, Guangdong Province, with a business license number of 440200000001466 [2] Business Objectives and Scope - The company's business objectives include developing energy transportation and infrastructure industries, expanding its comprehensive business scope, and ensuring high efficiency [4][5] - The business scope includes energy development, import and export of goods and technology, and sales of various products [5] Shares - The company issues shares in the form of stocks, with all shares having equal rights [6][16] - The total number of shares issued is 1,080,551,669, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company meetings, as well as obligations to comply with laws and regulations [11][40] - The company must maintain a shareholder register to document ownership and rights [32] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] - Shareholder proposals must be submitted in advance and comply with legal and regulatory requirements [58][59] Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [80][82] - The company must ensure transparency in voting, especially regarding matters affecting minority investors [83][84]

股票简称：韶能股份 股票代码：000601 公告编号：2025-047 广东韶能集团股份有限公司 关于控股股东、实际控制人拟发生变更的提示性公告 本公司及董事会全体成员保证公告内容真实、准确和完整，并对 公告中的任何虚假记载、误导性陈述或者重大遗漏承担责任 重要内容提示: 截至本提示性公告披露日，广东韶能集团股份有限公司（以下 简称"公司"）无控股股东、无实际控制人。根据《广东韶能集团股 份有限公司 2025 年度向特定对象发行股票之附条件生效的股份认购 协议》（以下简称《附条件生效的股份认购协议》）、公司第一大股 东韶关市工业资产经营有限公司（以下简称"工业资产"）与发行股 票的发行对象韶关市金财投资集团有限公司（以下简称"金财投资"） 签署的《一致行动协议》、公司第二大股东深圳兆伟恒发能源有限公 司（以下简称"兆伟恒发"）出具的《关于不谋求上市公司第一大股 东或控股股东地位或实际控制权的承诺函》，公司向特定对象发行股 票完成后，公司控股股东变更为工业资产与金财投资、实际控制人将 变更为韶关市人民政府国有资产监督管理委员会（以下简称"韶关市 国资委"）。 本次实际控制人变更事项尚需履行的程序包括：（1）特定 ...

广东韶能集团股份有限公司 2025年限制性股票激励计划激励对象名单 二、董事会认为需要激励的其他员工名单 | 序号 | 姓名 | 职务 | 序号 | 姓名 | 职务 | | --- | --- | --- | --- | --- | --- | | 1 | 陈来泉 | 其他核心人员 | 120 | 李 晟 | 其他核心人员 | | 2 | 朱少伟 | 其他核心人员 | 121 | 马良勇 | 其他核心人员 | | 3 | 朱儒学 | 其他核心人员 | 122 | 李振声 | 其他核心人员 | | 4 | 周菊秋 | 其他核心人员 | 123 | 谢 斌 | 其他核心人员 | | 5 | 黄小亚 | 其他核心人员 | 124 | 赖振华 | 其他核心人员 | | 6 | 李海滨 | 其他核心人员 | 125 | 张亚茹 | 其他核心人员 | | 7 | 谷碧成 | 其他核心人员 | 126 | 祝海燕 | 其他核心人员 | | 8 | 袁勇会 | 其他核心人员 | 127 | 谢许恩 | 其他核心人员 | | 9 | 陈方全 | 其他核心人员 | 128 | 梁 晓 | 其他核心人员 | | 10 | 周遇爱 ...

证券简称：韶能股份 证券代码：000601 广东韶能集团股份有限公司 2025 年 7 月 1 广东韶能集团股份有限公司 2025 年限制性股票激励计划 （草案）摘要 声明 本公司及全体董事保证本激励计划及其摘要不存在虚假记载、误导性陈述或 重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 本公司所有激励对象承诺，公司因信息披露文件中有虚假记载、误导性陈述 或者重大遗漏，导致不符合授予权益或权益解除限售安排的，激励对象应当自相 关信息披露文件被确认存在虚假记载、误导性陈述或者重大遗漏后，将由股权激 励计划所获得的全部利益返还公司。 2 特别提示 一、《广东韶能集团股份有限公司 2025 年限制性股票激励计划（草案）》 （以下简称"本激励计划"）由广东韶能集团股份有限公司（以下简称"公司" 或"本公司"）依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股权激励管理办法》等其他有关法律、法规、规范性文件，以及《广东韶 能集团股份有限公司章程》制订。 二、本激励计划采取的激励工具为限制性股票（指第一类限制性股票，下同）， 限制性股票的股票来源为公司从二级市场回购的 A 股普通股股票。 ...