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 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 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 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].

Core Points - The company aims to establish an effective ESG management system to enhance risk control and value creation in environmental, social, and governance aspects [1][2] - The company recognizes the importance of fulfilling ESG responsibilities to improve sustainable development capabilities and corporate image [2][3] ESG Responsibilities and Principles - The company is committed to integrating innovation, coordination, green development, openness, and sharing into all areas of its operations [2][3] - The company respects the rights of stakeholders and promotes effective communication to safeguard their interests [3][4] - The company actively participates in ecological civilization construction and pollution prevention while ensuring sustainable development [4][5] Management Structure and Responsibilities - The company has established an ESG management system led by the board of directors, with a dedicated ESG promotion group for coordination and execution [4][5] - The board of directors is responsible for leading ESG management and information disclosure, while the strategic and investment committee provides research and guidance [5][6] Stakeholder Engagement - The company will maintain open communication with stakeholders and consider their feedback in decision-making processes [6][7] - The company is committed to protecting the rights of shareholders and creditors, ensuring fair treatment and transparency in information disclosure [7][8] Employee Rights Protection - The company adheres to labor laws and regulations, ensuring the protection of employee rights and promoting harmonious labor relations [8][9] - The company provides a safe working environment and timely social insurance for employees [9][10] Supplier, Customer, and Partner Rights Protection - The company emphasizes honesty and integrity in dealings with suppliers, customers, and partners, ensuring compliance with quality standards [10][11] - The company is committed to safeguarding the personal information of suppliers and customers [11][12] Environmental Protection and Sustainable Development - The company complies with environmental protection laws and promotes clean production and green development [12][13] - The company is responsible for monitoring and correcting any non-compliance with environmental policies among its subsidiaries [13] Public Relations and Social Responsibility - The company actively participates in community development and social welfare activities [12][13] - The company is open to supervision and feedback from government departments and the public [13]

Core Viewpoint - The company establishes a comprehensive internal audit system to enhance supervision and risk control, ensuring compliance with relevant laws and regulations while promoting effective governance and achieving corporate objectives [1][2][3]. Group 1: Internal Audit Framework - The internal audit is defined as an independent and objective evaluation of financial activities, internal controls, and risk management to improve corporate governance [1]. - The company is required to develop a robust internal audit system, including leadership structure, responsibilities, personnel allocation, funding, and performance evaluation [1][2]. - Internal audit personnel must adhere to legal regulations and professional standards, ensuring independence and objectivity in their duties [2][3]. Group 2: Organizational Leadership - The company implements a dual leadership structure for internal audit, overseen by the Party Committee and the Board of Directors, with a focus on vertical management [2][3]. - The Board of Directors is responsible for the independence and effectiveness of the internal audit, ensuring adequate resources and approving key audit documents [3][4]. - The internal audit department reports directly to the Board and is subject to oversight by the Audit Committee [3][4]. Group 3: Responsibilities and Authority - The internal audit department is tasked with implementing national policies, preparing annual audit plans, and conducting various audits, including financial and compliance audits [7][8]. - The internal audit has the authority to request necessary documents, attend relevant meetings, and investigate issues related to audit matters [8][9]. - The internal audit department must ensure that audit findings are addressed and that corrective actions are taken by the audited units [19][20]. Group 4: Audit Procedures and Quality Control - The internal audit process includes planning, executing, and reporting on audits, with a focus on obtaining reliable evidence and ensuring compliance with established standards [11][12]. - Audit reports must be comprehensive, reflecting all significant findings and providing actionable recommendations for improvement [53][54]. - The company emphasizes the importance of continuous education and training for internal audit personnel to enhance their professional capabilities [23][24]. Group 5: Accountability and Performance Evaluation - The company establishes a differentiated evaluation system for internal audit performance, ensuring that audited departments do not participate in the evaluation of the audit department [7][8]. - Internal audit personnel are subject to strict ethical standards and must report any conflicts of interest or violations of audit discipline [22][23]. - The company will reward outstanding audit performance and address any violations of audit regulations with appropriate disciplinary actions [63][64].

Core Points - The article outlines the authorization management rules for Shandong New Energy Taishan Power Generation Co., Ltd, aiming to ensure standardized operations and protect the rights of the company, shareholders, employees, and creditors [1][2] - The rules specify the decision-making processes for major company decisions, emphasizing collective approval and prohibiting individual decision-making without proper authorization [1][2] Group 1: Authorization Principles - Authorization refers to the delegation of decision-making power from the shareholders' meeting to the board of directors, and further to the chairman's special meeting and the general manager's office meeting [1] - The principles of authorization management include ensuring the legal rights of stakeholders while improving operational efficiency and standardizing management processes [1][2] - Major decisions, personnel appointments, and significant matters must follow established approval procedures, preventing unauthorized individual actions [1][2] Group 2: Decision-Making Structure - The shareholders' meeting is the highest authority, responsible for making resolutions on significant company matters, and no individual can make decisions without authorization from this body [1][2] - The board of directors acts as the decision-making body within the scope authorized by the shareholders' meeting, and individual decisions cannot be made without board resolution [2] - The chairman's special meeting serves to guide and arrange work during the board's recess, with specific and clear authorizations granted for certain powers [2] Group 3: Decision-Making Procedures - Various transaction matters are categorized based on their financial impact, with specific thresholds determining the required level of approval [5][6] - For significant contracts related to daily operations, board approval is required if the contract amount exceeds 50% of the company's audited total assets or 500 million yuan [11] - Related party transactions have distinct approval processes based on transaction amounts, with higher amounts requiring board and shareholder approval [12] Group 4: External Guarantees and Risk Investments - External guarantees provided by the company must be approved by the board or shareholders if they exceed certain thresholds related to the company's net assets [8] - Risk investments that exceed 15% of the company's audited net assets require shareholder approval, while those between 10% and 15% require board approval [14] Group 5: Management and Supervision - The chairman and general manager are responsible for conducting business decisions within the authorized scope and must report progress to the shareholders' meeting and board [17] - The board's audit committee oversees the implementation of these rules, ensuring compliance and accountability [18] - All company personnel must operate within the authorized limits, with penalties for violations that result in losses [19]