Core Viewpoint - Shandong New Energy Taishan Power Generation Co., Ltd. plans to amend its Articles of Association to enhance corporate governance and standardize operations in accordance with relevant laws and regulations [1][2]. Summary by Sections Company Overview - The company was established on March 18, 1993, and was initially registered as Shandong Electric Cable and Appliance Co., Ltd. It was renamed Shandong New Energy Taishan Power Generation Co., Ltd. on October 13, 2009 [2]. Amendments to Articles of Association - The amendments include changes to the definitions of stakeholders, expanding the protection of rights to employees alongside shareholders and creditors [1]. - The legal representative of the company will be the chairman of the board, and the company will bear civil liability for actions taken by the legal representative in the course of their duties [3][4]. - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [5]. Share Issuance and Capital Increase - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6][7]. - The total number of shares issued by the company is 1,256,531,571 [7]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends according to their shareholding and can appoint representatives to attend shareholder meetings [13][14]. - Shareholders must comply with laws and the Articles of Association, and they are prohibited from abusing their rights to harm the interests of the company or other shareholders [18][19]. Corporate Governance - The company’s board of directors and shareholders are responsible for ensuring compliance with laws and regulations, and they must act in the best interests of the company [20][21]. - The company will hold annual and extraordinary shareholder meetings to discuss significant matters, including profit distribution and capital changes [25][26].

Group 1 - The company and its subsidiaries plan to apply for recourse factoring financing from Huaneng Yuncheng Commercial Factoring (Tianjin) Co., Ltd, with a maximum receivable value of 290 million yuan and a financing amount of 232 million yuan [1][4] - The financing ratio will not be less than 80%, and the financing cost will not exceed 4.5%, with a validity period of one year from the date of shareholder meeting approval [1][4] - The transaction constitutes a related party transaction as both the company and Huaneng Yuncheng Factoring are controlled by the same actual controller, China Huaneng Group [1][3] Group 2 - Huaneng Yuncheng Factoring has total assets of 2.436 billion yuan, total liabilities of 2.223 billion yuan, and net assets of 213 million yuan as of December 31, 2024 [2] - The company achieved an operating income of 68.27 million yuan, a total profit of 36.98 million yuan, and a net profit of 28.33 million yuan in 2024 [2] Group 3 - The purpose of the related transaction is to meet the company's funding needs and is in the interest of the company and all shareholders [4][6] - The independent directors unanimously agreed to the proposal, stating that the transaction is voluntary, fair, and will not affect the company's normal operations or independence [5]

Core Points - The company is Shandong Xinneng Taishan Power Generation Co., Ltd., established to protect the rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [3][4]. - The company was founded on March 18, 1993, and has undergone several name changes and regulatory approvals, with its current name adopted on October 13, 2009 [4][5]. - The registered capital of the company is RMB 1,256,531,571 [5]. Chapter Summaries General Principles - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [6]. - The company is committed to establishing a party organization and ensuring its operations align with national policies [3][7]. Business Objectives and Scope - The company's business objectives include expanding market participation through "Internet+" technology and developing integrated services in bulk commodity supply chains [7][9]. - The business scope includes e-commerce, investment, property management, electricity sales, and manufacturing of electrical products, among others [9]. Shares - The company issues shares in the form of stocks, ensuring equal rights for each share of the same category [10][16]. - The total number of issued shares is 1,256,531,571, with a structure primarily consisting of common shares [21]. Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, while also being obligated to comply with laws and the company's articles of association [15][40]. - The company maintains a shareholder register to document ownership and rights [15]. Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][48]. - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [79][81]. Financial Assistance and Guarantees - The company can provide financial assistance for acquiring its shares under certain conditions, with limits on the total amount [11]. - External guarantees must follow strict approval processes to mitigate financial risks [46].

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]