Core Points - The document outlines the information disclosure management system for Shandong Xinneng Taishan Power Generation Co., Ltd, emphasizing the importance of protecting investors' rights and complying with relevant laws and regulations [1][2][3] Group 1: Information Disclosure Obligations - Information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties involved in significant transactions [2][3] - Information must be disclosed in a timely, truthful, accurate, and complete manner, ensuring clarity and avoiding misleading statements [6][7] - All investors must receive disclosed information simultaneously, with no preferential treatment given to any individual or entity [8][9] Group 2: Types of Reports - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [12][13] - Annual reports must be audited by a qualified accounting firm and submitted within four months after the fiscal year-end [13][14] - The content of periodic reports includes basic company information, major financial data, stock and bond issuance details, and significant shareholder information [14][15] Group 3: Risk Disclosure - Companies must disclose risks that could significantly impact their core competitiveness, operational activities, and future development [5][6] - The disclosure should be tailored to the industry characteristics and relevant operational information [5] Group 4: Temporary Reports - Companies must immediately disclose significant events that could impact stock prices when investors are unaware, detailing the event's cause, current status, and potential effects [9][10] - Major events include significant asset impairments, legal judgments, and changes in major shareholders [9][10] Group 5: Responsibilities of Management - The board of directors is responsible for overseeing information disclosure, ensuring compliance with laws and regulations [32][33] - The board secretary plays a crucial role in coordinating disclosure activities and ensuring timely reporting [39][40] - Senior management must report significant events to the board and ensure compliance with disclosure obligations [36][37] Group 6: Confidentiality and Insider Information - The document emphasizes the importance of confidentiality regarding insider information, which includes any undisclosed information that could significantly affect stock prices [67][70] - Individuals with access to insider information must adhere to strict confidentiality protocols to prevent unauthorized disclosures [68][69]

Core Points - The document outlines the governance structure and responsibilities of the independent directors at Shandong New Energy Taishan Power Generation Co., Ltd, emphasizing their role in ensuring corporate governance and protecting minority shareholders' rights [1][2]. Group 1: Governance Structure - The independent directors' special meeting consists of all independent directors and is responsible for decision-making and oversight [1]. - Independent directors must not have any direct or indirect interests that could affect their judgment [2]. - The term of independent directors aligns with the board's term, with a maximum consecutive service of six years [2]. Group 2: Responsibilities and Authority - Certain matters require approval from the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [2][3]. - Independent directors have the authority to hire external consultants for audits or consultations on specific company matters [3]. Group 3: Meeting Procedures - The company must hold at least one independent directors' special meeting annually, with prior notice and relevant materials provided [4]. - A majority of independent directors can propose a temporary meeting, which must be convened within five days [4]. - Meetings can be conducted in various formats, including in-person, video, or telephonic [5]. Group 4: Documentation and Confidentiality - Meeting records must include details such as attendance, agenda items, and voting results, and must be signed by attending directors [5]. - The company is responsible for maintaining meeting archives for at least ten years [6]. - Independent directors are bound by confidentiality regarding meeting discussions and decisions [8].

Core Viewpoint - The document outlines the internal reporting system for significant information disclosure at Shandong New Energy Taishan Power Generation Co., Ltd, ensuring compliance with relevant laws and regulations [1][2]. General Provisions - The internal reporting system is designed to ensure timely reporting of significant events that may impact the company's stock price [3]. - Individuals with reporting obligations include company directors, senior management, and heads of departments [4]. - The company emphasizes the importance of confidentiality regarding undisclosed information [5]. Significant Information Matters - Specific events that require immediate reporting include significant asset transactions, legal disputes exceeding certain financial thresholds, and changes in shareholder status [6][7]. - Reporting thresholds are defined, such as transactions exceeding 10% of total assets or net assets, or significant changes in net profit [8]. Reporting Procedures - The board of directors and the investor relations department are responsible for receiving reports of significant information [9]. - The company secretary must analyze reported information and determine if it requires further disclosure or board approval [10]. Legal Responsibilities - Directors and senior management are held accountable for timely reporting of significant matters, with potential penalties for non-compliance [11].

Core Points - The article outlines the governance structure and responsibilities of independent directors at Shandong New Energy Taishan Power Co., Ltd, emphasizing the importance of their role in protecting minority shareholders' interests and ensuring compliance with regulations [1][2][3] Group 1: Independent Director Definition and Role - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships with major shareholders or actual controllers [1] - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and the legal rights of minority shareholders [1][2] Group 2: Independence and Qualifications - Independent directors must maintain independence and should not be influenced by the company or its major shareholders [2] - They can serve as independent directors in a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2] - The board must have at least one independent director with accounting expertise, meeting specific qualifications such as being a certified public accountant or having relevant advanced degrees and experience [2][3] Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors, which must be approved by the shareholders' meeting [8] - Candidates must provide a declaration of their qualifications and independence, and the board's nomination committee must review their qualifications [8][9] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [11][12] - They have special powers, including hiring external consultants, proposing meetings, and publicly soliciting shareholder opinions [11][12] Group 5: Reporting and Accountability - Independent directors must report their activities and decisions to the board and disclose any conflicts of interest [12][15] - They are required to submit an annual report detailing their attendance at meetings and interactions with minority shareholders [15][16] Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to perform their duties effectively [30][31] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [34][35]

山东新能泰山发电股份有限公司 《深 圳证券交易所股票上市规则》（以下简称《股票上市规则》）、 《深圳证券交易所上市公司自律监管指引第 7 号—交易与关 联交易》等法律、法规及其规范性文件以及《公司章程》的有 关规定，结合公司实际情况，制订本制度。 第二条 公司进行关联交易，应当保证关联交易的合法合 规性、必要性和公允性，保持公司的独立性，不得利用关联交 易调节财务指标，损害公司利益。交易各方不得隐瞒关联关系 或者采取其他手段，规避公司的关联交易审议程序和信息披露 义务。不得存在导致或者可能导致公司出现被控股股东、实际 控制人及其他关联人非经营性资金占用、为关联人违规提供担 保或者其他被关联人侵占利益的情形。 第三条 公司的控股子公司发生的本制度第二章所述关联 交易，视同本公司发生的关联交易，适用本制度的规定。 第四条 公司应参照《股票上市规则》及其他有关规定， 确定公司关联方的名单，并及时予以更新，确保关联方名单真 实、准确、完整。公司及控股子公司在发生交易活动时，相关 责任人应审慎判断是否构成关联交易。如果构成关联交易，应 在各自权限内履行审批、报告义务。 第二章 关联人及关联交易 第五条 公司的关联人包括 ...

Group 1 - The company aims to standardize the managerial responsibilities of its management team in accordance with the Company Law of the People's Republic of China and its own Articles of Association [1][2] - The management team is required to adhere to legal regulations and the company's Articles of Association, fulfilling their duties with integrity and diligence [1][2] - The General Manager is responsible for the company's operational management and represents the company within the scope authorized by the Board of Directors [2][4] Group 2 - The General Manager is appointed by the Board of Directors based on the Chairman's nomination, and the management team serves a term of three years, with the possibility of reappointment [1][2] - The General Manager's powers include organizing the implementation of the annual business plan, proposing internal management structures, and reporting to the Board of Directors [2][4] - The General Manager's office meetings are held to ensure collective, scientific, democratic, and legal decision-making within the scope of the company's Articles of Association [2][3] Group 3 - The General Manager is required to report annually to the Board of Directors on various aspects, including the implementation of annual plans, major contracts, financial status, and significant investment projects [4][5] - The company maintains a reporting system to ensure the authenticity of the information provided to the Board of Directors or the Audit Committee [4][5] - Any matters not covered by these rules will be executed in accordance with relevant national laws and regulations [5]

Core Points - The article outlines the internal control evaluation management measures of Shandong Xinneng Taishan Power Generation Co., Ltd, aiming to standardize the evaluation process and reporting to reveal and prevent risks [1][2][3] Group 1: Internal Control Evaluation Principles - The evaluation should adhere to principles of comprehensiveness, importance, objectivity, consistency, timeliness, and cost-effectiveness [2][3] - The evaluation encompasses the design and execution of internal controls across the company and its subsidiaries [1][2] Group 2: Responsibilities and Structure - The company’s Party Committee leads the internal control evaluation, while the Board of Directors serves as the highest decision-making body [5][6] - The Audit Committee of the Board oversees the evaluation process, and the internal audit department manages and organizes the evaluation work [7][8] Group 3: Evaluation Content - The evaluation focuses on internal environment, risk assessment, control activities, information and communication, and internal supervision [11][12] - Each element is assessed to determine the effectiveness of internal controls and identify any deficiencies [11][12] Group 4: Evaluation Procedures - The evaluation process includes formulating a work plan, forming an evaluation team, conducting on-site tests, summarizing results, and preparing a report [18][19] - The evaluation team must consist of knowledgeable personnel who maintain independence and adhere to ethical standards [20][21] Group 5: Deficiency Recognition Standards - Internal control deficiencies are categorized into design deficiencies and execution deficiencies, with further classification into major, important, and general deficiencies based on severity [24][25] - Specific criteria for financial and non-financial reporting deficiencies are established to guide the evaluation process [26][27] Group 6: Reporting and Accountability - The internal control evaluation report must include a declaration of authenticity from the Board, an overview of the evaluation process, and details on identified deficiencies and corrective actions [28][29] - The company incorporates the status of deficiency rectification into performance assessments and holds relevant personnel accountable for major deficiencies [32][33]

Core Points - The company has established a comprehensive governance structure to enhance the effectiveness of the board of directors and its committees [1][2] - The board consists of four specialized committees: Strategic and Investment Committee, Audit Committee, Nomination Committee, and Remuneration and Assessment Committee [1][2] - Each committee is composed of directors, with specific requirements for independent directors and professional qualifications [2][3] Governance Structure - The Strategic and Investment Committee is responsible for long-term strategic planning and ESG-related risk management [4][12] - The Audit Committee oversees financial information disclosure, internal controls, and external audit evaluations [5][13] - The Nomination Committee proposes standards and procedures for selecting directors and senior management [6][15] - The Remuneration and Assessment Committee develops performance evaluation standards and compensation policies for directors and senior management [6][16] Committee Operations - Each committee has defined procedures for meetings, decision-making, and reporting to the board [7][21] - Committees must meet a minimum number of times annually, with the Audit Committee required to meet quarterly [8][21] - Independent directors are expected to attend meetings personally or delegate their voting rights if unable to attend [9][24] Responsibilities and Authority - The Strategic and Investment Committee reviews major investment proposals and capital operations [4][12] - The Audit Committee must approve financial reports and the hiring of external auditors before submission to the board [5][13] - The Nomination Committee must document and disclose reasons for any unadopted recommendations regarding director nominations [6][15] - The Remuneration and Assessment Committee must report on performance evaluations and compensation proposals to the board [6][16] Compliance and Amendments - The governance rules are subject to national laws and regulations, and any conflicts will be resolved in favor of the latest legal provisions [10][30] - The board is responsible for interpreting and amending these rules as necessary [10][31]

Core Points - The company aims to enhance communication with investors and potential investors to build long-term relationships and protect their rights [1][2] - The investor relations management is based on legal compliance and aims to improve corporate governance and overall value [1][2] Group 1: Principles and Objectives of Investor Relations Management - The basic principles of investor relations management include legal compliance, ethical standards, and facilitating communication with investors [2][3] - The objectives of investor relations management are to enhance investor understanding and recognition, gain long-term market support, and ensure transparency [2][3] Group 2: Content and Methods of Investor Relations Management - The communication content with investors includes corporate strategies, financial performance, dividend distribution, and significant corporate events [6][7] - The company utilizes multiple channels and platforms for investor relations, including dedicated communication lines and online platforms [8][9] Group 3: Organizational Structure and Responsibilities - The chairman of the board is the primary responsible person for investor relations, with the board secretary overseeing related activities [22][23] - The investor relations department is tasked with collecting and reporting relevant information to the board and management [23][24] Group 4: Implementation of Investor Relations Management - The company must disclose information in a timely manner through designated newspapers and websites, ensuring no prior disclosure through other media [20][30] - Investor relations activities should be documented, and records must be maintained for transparency and accountability [10][11]

Core Viewpoint - The document outlines the governance framework for Shandong New Energy Taishan Power Generation Co., Ltd, focusing on the delegation of authority from the board of directors to management, ensuring compliance with laws and regulations, and enhancing decision-making efficiency [1][2]. Group 1: Authorization Principles - The board of directors must adhere to principles of legality, accountability, and risk control when authorizing management actions [2]. - Authorization is categorized into basic authorization for routine business decisions and special authorization for specific matters beyond the basic scope [2][3]. Group 2: Scope of Authorization - The board can delegate certain powers to the chairman's special meeting or the general manager's office based on operational needs, ensuring that non-board entities do not receive direct decision-making authority [3][4]. - The board must scientifically determine the scope and limits of authorized decisions based on the company's strategic development and risk management capabilities [3][4]. Group 3: Decision-Making Procedures - The board must create a clear authorization decision plan detailing objectives, authorized parties, limits, and specific requirements [7][8]. - In special circumstances, temporary authorizations can be made through written resolutions, specifying the context and conditions of the authorization [7][8]. Group 4: Supervision and Adjustment - The board is responsible for monitoring authorized actions, evaluating their effectiveness, and making necessary adjustments based on operational realities and risk assessments [19][20]. - If significant issues arise, the board must promptly reassess and potentially revoke or modify the authorization [20][21]. Group 5: Responsibilities - The board holds supervisory responsibility for authorized actions and must correct any improper actions taken by authorized parties [24][25]. - The chairman's special meeting or general manager's office must operate within the authorized limits and report on their activities at least biannually [26][27]. Group 6: Final Provisions - The document will be effective upon approval by the board and will be interpreted by the board, which retains the right to adjust authorization matters as necessary [29][30].