Core Points - The company establishes rules to ensure the board of directors operates legally, efficiently, and in accordance with relevant laws and regulations [1] - The board of directors is accountable to the shareholders and must treat all shareholders fairly while considering the interests of other stakeholders [1] Group 1: Board Composition and Responsibilities - The board consists of 7 directors, including 1 chairman and 3 independent directors [3] - Directors are elected by the shareholders and can be replaced before their term ends [4] - Each director's term is 3 years, with independent directors limited to a maximum of 6 years in consecutive terms [2] Group 2: Board Meetings - The board must hold at least two regular meetings each year [10] - Special meetings can be called under specific circumstances, such as shareholder or director requests [4] - A quorum for meetings requires the presence of more than half of the directors [6] Group 3: Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions [11] - Directors must recuse themselves from voting in cases of conflict of interest [25] - Meeting records must be accurate and include details such as attendees, agenda, and voting results [33]

Core Points - Senton Energy Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission to issue 30 million shares of ordinary stock to the public and was listed on the Shenzhen Stock Exchange on September 8, 2022 [3] - The registered capital of the company is RMB 282.24 million [6] Chapter Summaries General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [2] - The company is registered in Yantai City, Shandong Province, with a unified social credit code [2] - The chairman of the board serves as the legal representative of the company [3] Business Objectives and Scope - The company's business objective is to provide low-carbon energy and serve a harmonious society, aiming to become the best new energy comprehensive service operator in China [4] - The business scope includes the operation and import-export of liquefied natural gas (LNG), promotion of new energy technologies, and wholesale and retail of gas appliances and supporting equipment [4] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [5] - The total number of shares issued by the company is 28.224 million, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [19][20] - Shareholder meetings require a quorum and decisions are made based on the majority or two-thirds majority, depending on the type of resolution [80][81] Financial Assistance and Capital Management - The company may provide financial assistance for acquiring its shares under certain conditions, with a limit of 10% of the total issued capital [6] - The company can increase or decrease its registered capital following legal procedures and shareholder approval [23][24] Legal Compliance and Governance - The company must comply with legal obligations regarding information disclosure and corporate governance, ensuring transparency and accountability [12][13] - The board of directors and senior management are responsible for the company's operations and must act in the best interests of the shareholders [15][16]

Core Points - The article outlines the regulations for the online voting system for the shareholders' meeting of Shengtong Energy Co., Ltd, aiming to standardize the voting process and protect investors' rights [1][2][3] Group 1: General Provisions - The online voting system is defined as a technology platform provided by the Shenzhen Stock Exchange to facilitate shareholders in exercising their voting rights [1] - The company must provide online voting services in addition to on-site voting during shareholders' meetings [1][2] Group 2: Preparation for Online Voting - The company is required to clearly state the voting code, voting abbreviation, voting time, voting proposals, and proposal types in the shareholders' meeting notice [2] - The company must apply for the online voting service on the trading day following the release of the meeting notice and ensure the accuracy of voting information [2][3] Group 3: Voting via Shenzhen Stock Exchange Trading System - The online voting through the Shenzhen Stock Exchange trading system is available during the trading hours on the day of the shareholders' meeting [3] - A specific voting code (361331) and abbreviation ("Shengtong Voting") are assigned for the online voting process [3] Group 4: Voting via Internet Voting System - The internet voting system opens for voting at 9:15 AM on the day of the shareholders' meeting and closes at 3:00 PM on the same day [3][4] - Shareholders must authenticate their identity to vote through the internet voting system [3] Group 5: Voting and Counting Rules - Shareholders can participate in online voting through their accounts, and the number of votes corresponds to the total shares held [5][6] - Votes cast through multiple accounts by the same shareholder will be counted based on the first valid vote [5][6] - For cumulative voting proposals, shareholders can allocate their votes among candidates as per their preference [6][7] Group 6: Post-Voting Procedures - After the shareholders' meeting, the company must confirm the voting data's compliance and disclose the voting results [10][11] - Shareholders can check their voting results through the trading system or the internet voting system [10]

胜通能源股份有限公司 第一章 总则 第一条 为进一步完善胜通能源股份有限公司（以下简称公司）法人治理结 构，规范公司董事的选举，切实保障公司所有股东充分行使权利，根据《中华人 民共和国公司法》《上市公司治理准则》《深圳证券交易所上市公司自律监管指 引第 1 号—主板上市公司规范运作》《胜通能源股份有限公司章程》(以下简称 《公司章程》)等有关规定，制定本细则。 第二条 本细则所称累积投票制，是指股东会选举两名以上董事时，出席股 东会的股东所拥有的投票权等于其所持有的股份总数乘以应选董事人数之积，出 席会议的股东可以将其拥有的投票权全部投向一位董事候选人，也可以将其拥有 的投票权分散投向多位董事候选人。 （一）选举两名以上独立董事； （二）公司单一股东及其一致行动人拥有权益的股份比例在 30%及以上，选 举两名及以上董事。 第五条 公司通过累积投票制度选举产生的董事，其任期不实施交错任期 制，即届中因缺额而补选的董事任期为本届余任期限，不跨届任职。 第二章 董事候选人提名 第六条 公司董事会、单独或者合计持有公司 3%以上股份的股东可以提名 非独立董事候选人；公司董事会、单独或者合计持有公司 1%以上股份的股东 ...

Core Viewpoint - The company establishes a set of regulations to ensure the fairness and legality of related party transactions, protecting the rights of shareholders and maintaining the company's independence [1][2]. Group 1: Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company, specifically those holding more than 5% of shares [3][4]. - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, financial assistance, guarantees, and leasing [4][5]. Group 2: Management and Approval Procedures - The company’s board of directors must review and approve related transactions exceeding 30 million yuan or those that provide guarantees to related parties, with additional requirements for transactions exceeding 3 million yuan [11][12]. - Independent directors must review related transactions before they are submitted to the board, ensuring that related directors abstain from voting [13][16]. Group 3: Disclosure Requirements - The company is required to disclose related transactions in its annual and semi-annual reports, detailing the nature of the transactions, involved parties, and pricing basis [30][31]. - Transactions that do not meet the approval thresholds may still require disclosure if deemed necessary by regulatory authorities [6][7]. Group 4: Special Provisions - The company cannot provide financial assistance to related parties, except under specific conditions where equal financial support is provided by other shareholders [20][21]. - Related transactions involving daily operations must be disclosed and approved based on estimated annual amounts, with significant changes requiring re-evaluation [30][31].

Core Viewpoint - The document outlines the management procedures for the resignation of directors and senior management at Shengtong Energy Co., Ltd, aiming to ensure stable corporate governance and protect the rights of shareholders [1][2]. Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which must include the resignation date, reason, and whether they will continue to hold any position within the company [2]. - The resignation of directors becomes effective upon the delivery of the resignation report to the board. If a resignation leads to a situation where the board's composition falls below the legal minimum, the resigning director must continue to fulfill their duties until a replacement is elected [2][3]. - The company must complete the election of new directors within sixty days of a resignation to ensure compliance with legal and regulatory requirements [2]. Group 2: Obligations and Responsibilities - After leaving, directors and senior management must hand over all relevant documents and unresolved matters within five working days to ensure a smooth transition [3][4]. - Former directors and senior management are required to continue fulfilling any public commitments made during their tenure, regardless of the reason for their departure [4]. - They are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [4][5]. Group 3: Shareholding and Trading Restrictions - Directors and senior management must declare their shareholdings and any changes, with restrictions on transferring shares during their tenure and for six months after leaving [5]. - They are required to comply with laws regarding insider trading and market manipulation when trading company stocks or derivatives [5][6]. Group 4: Accountability Mechanisms - The board is responsible for investigating any breaches of obligations by former directors and senior management, including failure to fulfill commitments or improper handover of responsibilities [6]. - If a resignation is used to evade responsibilities, the company retains the right to pursue accountability for any resulting losses [6].

Core Points - The document outlines the external guarantee management system of Shengtong Energy Co., Ltd, aiming to regulate external guarantee behaviors and control risks [1][2] - The system applies to the company and its subsidiaries, defining external guarantees as those provided by the company for others, including guarantees for its subsidiaries [1][2] Group 1: Basic Principles of External Guarantees - The company must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit when providing guarantees [1][2] - All directors are responsible for prudently managing and strictly controlling the debt risks associated with external guarantees [2] - Guarantees must be approved by the board of directors or the shareholders' meeting [2][3] Group 2: Approval Authority and Procedures - The daily management of external guarantees is handled by the general manager, audit committee, finance department, and audit department [3][4] - The applicant for a guarantee must provide essential business information and a guarantee application letter detailing the method, duration, and amount [3][4] Group 3: Risk Management - The company must conduct thorough risk assessments of the guaranteed entities and set limits on guarantee responsibilities [9][10] - Written contracts must be established for guarantees, and the finance department is responsible for managing these contracts [9][10] - Continuous monitoring of the financial status and repayment ability of the guaranteed entities is required [10][11] Group 4: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant laws and regulations [11][12] - Any guarantees approved by the board or shareholders must be disclosed promptly on designated platforms [12]

国元证券股份有限公司 关于胜通能源股份有限公司 使用部分闲置募集资金暂时补充流动资金的核查意见 国元证券股份有限公司（以下简称"国元证券""保荐机构"）作为胜通能 源股份有限公司（以下简称"胜通能源""公司"）首次公开发行股票并上市的 保荐机构，根据《证券发行上市保荐业务管理办法》《上市公司监管指引第 2 号 ——上市公司募集资金管理和使用的监管要求（2022 年修订）》《深圳证券交易 所上市公司自律监管指引第 13 号——保荐业务》《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，对公司使用部分暂时闲置募集资金补充流动资金的事项进行了核 查，具体情况如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于核准胜通能源股份有限公司首次公开发 行股票的批复》（证监许可[2022]1333 号）核准，并经深圳证券交易所同意， 公司获准向社会公开发行人民币普通股（A 股）30,000,000 股，每股发行价格 为人民币 26.78 元，募集资金总额为人民币 803,400,000.00 元，募集资金净额 为人民币 698,350,000.00 ...

第一章 总则 第一条 为规范胜通能源股份有限公司（以下简称公司）的关联交易，保证 公司关联交易的公允性，维护公司及公司全体股东的合法权益，根据《中华人民 共和国公司法》（以下简称《公司法》）《中华人民共和国证券法》《深圳证券交易 所股票上市规则》（以下简称《上市规则》）等有关法律法规、规范性文件和《胜 通能源股份有限公司章程》（以下简称《公司章程》），结合公司实际情况，制定 本制度。 胜通能源股份有限公司 关联交易管理制度 第二章 关联人与关联交易 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 第四条 具有下列情形之一的法人或者其他组织，为公司的关联法人（或者 其他组织）： 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，不得损害公司利益， 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。 （一）直接或者间接控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司及其控 股子公司以外的法人（或者其他组织）； （三）由本制度第五条所列公司的关联自然 ...

胜通能源股份有限公司 董事会议事规则 第一章 总则 第一条 为规范胜通能源股份有限公司（以下简称公司）董事会运作，确保 董事会合法、高效、规范地行使职权，完善公司治理结构，根据《中华人民共和 国公司法》《中华人民共和国证券法》《上市公司治理准则》《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》等法律法规、规范性文件和《胜通能源股份有限公司章程》（以下简 称《公司章程》）的规定，结合公司实际情况，制定本规则。 第二条 董事会对股东会负责，执行股东会的决议。董事会应当依法履责， 公平对待所有股东，并关注其他利益相关者的利益。 第二章 董事会的组成和下设机构 第三条 董事会由 7 名董事组成，设董事长 1 人，其中独立董事 3 人。 第四条 董事由股东会选举产生或更换，并可在任期届满前由股东会解除其 职务。董事不必是公司股东或其代表，凡符合法定条件的自然人经股东会选举均 可担任董事。 董事可以由高级管理人员兼任，但兼任高级管理人员职务的董事以及由职工 代表担任的董事，总计不得超过公司董事总数的 1/2。 第五条 董事每届任期 3 年，但因董事会换届任期未满 ...