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新能泰山: 投资者关系管理制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
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]
新能泰山: 董事会专门委员会工作规则
Zheng Quan Zhi Xing· 2025-07-10 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]
新能泰山: 董事会授权管理办法
Zheng Quan Zhi Xing· 2025-07-10 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].
新能泰山: 环境、社会及治理(ESG)工作制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
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]
新能泰山: 内部审计工作管理规定
Zheng Quan Zhi Xing· 2025-07-10 10:11
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].
新能泰山: 决策管理及授权规则
Zheng Quan Zhi Xing· 2025-07-10 10:11
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]
新能泰山: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-10 10:11
Core Points - The document outlines the governance structure and decision-making procedures of Shandong New Energy Taishan Power Generation Co., Ltd, ensuring compliance with relevant laws and regulations [1][19] - The board of directors is composed of a minimum of one-third independent directors and is responsible for major corporate decisions, including operational plans and investment strategies [2][3] - The board must hold at least four meetings annually, with specific procedures for calling and notifying members [6][10] Group 1: Board Composition and Responsibilities - The board consists of a chairman, a vice chairman, and directors elected by the shareholders, with a term of three years [1][2] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational and investment plans [2][3] - Independent directors and specialized committees, such as audit and remuneration committees, play a crucial role in governance [5][12] Group 2: Meeting Procedures - Board meetings require the presence of more than half of the directors to be valid, and decisions are made based on majority votes [10][21] - Directors must personally attend meetings or delegate their voting rights to other directors, with specific rules regarding delegation [7][10] - The board is responsible for maintaining confidentiality regarding meeting documents and decisions until officially disclosed [10][44] Group 3: Decision-Making and Reporting - The board must report decisions to the shareholders and ensure compliance with legal and regulatory requirements for information disclosure [16][42] - Decisions involving significant financial transactions must include detailed explanations of the implications and necessary evaluations [28][30] - The board's resolutions must be documented and signed by attending directors, with provisions for accountability in case of legal violations [34][36]
新能泰山(000720) - 信息披露事务管理制度
2025-07-10 10:01
山东新能泰山发电股份有限公司 信息披露事务管理制度 第一章 总则 第一条 为规范山东新能泰山发电股份有限公司(以下简 称公司)及其他信息披露义务人的信息披露行为,加强信息披 露事务管理,保护投资者合法权益,根据《中华人民共和国公 司法》《中华人民共和国证券法》(以下简称《证券法》)、《上 市公司信息披露管理办法》《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 5 号—信息披露 事务管理》等有关法律、行政法规、部门规章、规范性文件以 及《公司章程》的有关规定,并结合公司实际情况,特制定本 制度。 第二条 本制度所指的"信息",是指所有对公司证券及其 衍生品种交易价格可能产生重大影响的信息以及证券监管部 门要求披露的信息;本制度中的"披露"是指在规定的时间内、 在指定的媒体上、以规定的方式向社会公众公布前述信息,并 送达证券监管部门和深圳证券交易所(以下简称证券交易所)。 第三条 本制度适用于信息披露义务人及公司各部门、分 公司、子公司的信息披露管理责任人、信息披露工作负责人、 信息披露联络员以及参与定期报告、临时报告编制、披露工作 的相关人员。 1 第四条 信息披露义务人,是指公司及其董 ...
新能泰山(000720) - 独立董事制度
2025-07-10 10:01
山东新能泰山发电股份有限公司 独立董事制度 第一条 为进一步完善山东新能泰山发电股份有限公司 (以下简称公司)的法人治理结构,改善董事会结构,充分发 挥独立董事在上市公司治理中的作用,强化对董事会及经理层 的约束和监督机制,更好地保护中小股东的利益,促进公司的 规范运作,根据中国证券监督管理委员会(以下简称中国证监 会)《上市公司独立董事管理办法》《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》等有关规定,特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务, 并与公司及其主要股东(是指持有公司 5%以上股份,或者持 有股份不足 5%但对公司有重大影响的股东)、实际控制人不存 在直接或者间接利害关系,或者其他可能影响其进行独立客观 判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务, 应当按照相关法律、行政法规、证券交易所业务规则和《公司 章程》的规定,认真履行职责,在董事会中发挥参与决策、监 督制衡、专业咨询作用,维护公司整体利益,保护中小股东合 法权益。 1 第四条 独立董事应当独立履行职责,不受公司及其主要 股东、实 ...
新能泰山(000720) - 环境、社会及治理(ESG)工作制度
2025-07-10 10:01
第五条 本制度适用于公司及纳入公司合并报表范围内 的全资、控股子公司(以下简称子公司)。 山东新能泰山发电股份有限公司 环境、社会及治理(ESG)工作制度 第一章 总则 第一条 为规范山东新能泰山发电股份有限公司(以下简 称公司)环境(Environmental)、社会(Social)及治理 (Governance)(以下简称 ESG)管理,确保公司 ESG 管理体 系有效运行,积极践行企业社会责任,提升公司在 ESG 方面的 风险控制能力和价值创造能力。根据《中华人民共和国公司法》 《上市公司治理准则》《深圳证券交易所自律监管指引第 1 号 —主板上市公司规范运作》《企业内部控制应用指引第 4 号— 社会责任》《企业环境信息依法披露管理办法》等法律法规、 准则规则以及《山东新能泰山发电股份有限公司章程》等规范 性文件的相关规定,结合公司实际情况,制定本制度。 第二条 ESG 职责是指公司在经营发展过程中应当履行 环境、社会和公司治理方面的责任和义务,主要包括对自然环 境和资源的保护、社会责任的承担以及公司治理的健全和透明。 第三条 公司开展 ESG 管理工作,是有效履行公司社会责 任的需要,积极落实公司"奋 ...