南方电网综合能源股份有限公司 董事会秘书工作细则（2025 版） 第一章 总 则 第一条 为规范南方电网综合能源股份有限公司（以下简称 "公司"）董事会秘书的工作和行为，促进公司董事会秘书依法、 充分履行职责，提高工作效率，依据《中华人民共和国公司法》 (以下简称《公司法》)《深圳证券交易所股票上市规则》（以下 简称《上市规则》）和《南方电网综合能源股份有限公司章程》 （以下简称《公司章程》）及其他相关法律、行政法规及规定， 制定本工作细则。 第二条 董事会秘书是公司高级管理人员，承担法律、法规 及《公司章程》对公司高级管理人员所要求的义务，享有相应的 工作职权。 第二章 任职条件及任免程序 第三条 董事会秘书应当具备履行职责所必需的财务、管理、 法律等专业知识以及工作经验，具有良好的职业道德和个人品质， 并取得证券交易所颁发的董事会秘书资格证书。具有下列情形之 一的人士不得担任董事会秘书： （一） 根据《公司法》等法律法规及其他有关规定不得担 任董事、高级管理人员的情形； （二） 被中国证监会采取不得担任上市公司董事、高级管 — 1 — 理人员的证券市场禁入措施，期限尚未届满； （三） 被证券交易场所公开认 ...

证券代码：003035 证券简称：南网能源 公告编号：2025-054 南方电网综合能源股份有限公司（以下简称"公司"）于 2025 年 10 月 27 日召开的二届三十七次董事会会议，审议通过了《关于南方电网综合能源股份有 限公司 2025 年三季度计提资产减值准备的议案》。根据《深圳证券交易所股票 上市规则（2025 年修订）》《南方电网综合能源股份有限公司章程》等有关规 定，现将具体情况公告如下： 一、本次计提资产减值准备情况概述 （一）本次计提资产减值准备的原因 根据《企业会计准则》《会计监管风险提示第 8 号——商誉减值》及《深圳 证券交易所股票上市规则（2025 年修订）》等相关规定，为真实、准确反映公 司 2025 年 1 月 1 日至 2025 年 9 月 30 日的财务状况、资产价值及经营成果，基 于谨慎性原则，公司根据相关的政策要求，对公司（含合并报表范围内子公司） 的各类资产进行了全面检查和减值测试，判断部分资产存在减值的迹象，需要计 提减值准备。 南方电网综合能源股份有限公司 关于2025年三季度计提资产减值准备的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 ...

证券代码：003035 证券简称：南网能源 公告编号：2025-055 南方电网综合能源股份有限公司 关于公开转让南方电网综合能源（贺州）有限公司 51% 股权的公告 （一）标的公司基本情况 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、交易概述 （一）本次交易背景及基本情况 按照南方电网综合能源股份有限公司（以下简称"公司"）战略调整优化的 工作部署，实现核心业务布局优化调整，进一步实现转型升级，提高发展质量， 公司拟通过北京产权交易所公开挂牌转让所持有的南方电网综合能源（贺州）有 限公司（以下简称"贺州公司"）51%股权，转让底价不低于股权对应评估值 1.6 亿元。本次公开挂牌转让的结果存在不确定性，若本次交易顺利完成，公司将不 再持有贺州公司股权。 （二）交易审批程序 本次交易事项已经公司 2025 年 10 月 27 日召开的二届三十七次董事会会议 审议通过。本次交易不构成《上市公司重大资产重组管理办法》规定的重大资产 重组。因本次交易涉及公开挂牌，目前无法判断是否涉及关联交易及摘牌价格。 后续，公司将根据摘牌方情况及摘牌价格，按照《深圳证券交易 ...

证券代码：003035 证券简称：南网能源 公告编号：2025-053 南方电网综合能源股份有限公司 关于二届三十七次董事会会议决议的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 南方电网综合能源股份有限公司（以下简称"公司"）二届三十七次董事会 会议于 2025 年 10 月 17 日以电子邮件形式发出会议通知，于 2025 年 10 月 27 日（星期一）下午 2:30 在广州市天河区华穗路 6 号楼会议室以现场的方式召开。 会议应出席董事 9 名，实际亲自出席董事 9 名。公司高级管理人员列席了会 议，董事长宋新明先生召集并主持本次会议。本次会议为定期董事会会议，会议 参与表决人数及召集、召开程序符合《中华人民共和国公司法》和《南方电网综 合能源股份有限公司章程》等有关规定。 二、董事会会议审议情况 （一）审议通过《关于南方电网综合能源股份有限公司 2025 年三季度计提 资产减值准备的议案》 公司第二届董事会审计与风险委员会第二十六次会议已于 2025 年 10 月 20 日审议通过本议案。 公司 2025 年第五次独立 ...

Financial Performance - The company's operating revenue for Q3 2025 reached ¥1,025,373,198.47, representing a year-on-year increase of 7.38%[5] - Net profit attributable to shareholders for the first three quarters was ¥128,613,314.57, a significant increase of 125.08% compared to the same period last year[5] - The company's net profit attributable to shareholders increased to ¥1,921,166,467.50, compared to ¥1,578,809,965.52 in the previous period, reflecting a growth of 21.6%[26] - The net profit for the current period is CNY 397,241,003.74, a significant increase from CNY 168,068,175.58 in the previous period, representing an increase of approximately 136.3%[28] - The operating profit for the current period is CNY 408,989,060.90, compared to CNY 223,941,248.44 in the previous period, reflecting an increase of about 83.0%[28] - Basic and diluted earnings per share for the current period are both CNY 0.0904, compared to CNY 0.0402 in the previous period, reflecting an increase of about 124.4%[29] - The total comprehensive income for the current period is CNY 397,241,003.74, compared to CNY 168,068,175.58 in the previous period, showing an increase of approximately 136.3%[28] Cash Flow - The net cash flow from operating activities for the year-to-date period was ¥1,215,318,973.04, reflecting a growth of 21.76%[5] - Net cash flow from operating activities increased by 21.76% to ¥1,215,318,973.04[18] - The cash flow from operating activities for the current period is CNY 1,215,318,973.04, up from CNY 998,165,520.00 in the previous period, indicating a growth of approximately 21.8%[31] - Net cash flow from investing activities surged by 82.22% to ¥2,696,660,901.93, primarily due to increased investments in fixed asset construction projects[18] - The total cash flow from investing activities shows a net outflow of CNY -2,696,660,901.93, compared to CNY -1,479,869,162.68 in the previous period, indicating a larger investment outflow[32] - Net cash flow from financing activities increased by 118.04% to ¥1,452,793,343.04, mainly due to new bank loans obtained during the reporting period[18] - The cash flow from financing activities for the current period is CNY 1,452,793,343.04, an increase from CNY 666,282,583.07 in the previous period, representing a growth of approximately 118.5%[32] Assets and Liabilities - The total assets at the end of the reporting period amounted to ¥23,180,754,913.00, which is an increase of 11.60% from the previous year[5] - Current assets totaled ¥4,962,544,671.82, up from ¥4,613,777,412.57 at the beginning of the period, representing an increase of 7.5%[24] - Non-current assets increased to ¥18,218,210,241.18 from ¥16,157,638,841.95, marking a growth of 12.7%[25] - Total liabilities rose to ¥15,366,583,116.48, compared to ¥13,379,322,469.23 at the start of the period, an increase of 14.8%[25] - Other current liabilities increased by 54.29% to ¥75,953,358.11, primarily due to the increase in the amount of tax to be transferred for sales along with business growth[14] - Lease liabilities rose by 31.50% to ¥413,068,673.36, mainly due to new rooftop leasing contracts required for the expansion of smart energy business[14] - Long-term payables increased by 50.29% to ¥3,066,403,617.95, primarily due to significant shareholder loans obtained for production and operation[14] - Long-term borrowings increased significantly to ¥7,683,496,967.95 from ¥5,987,204,588.84, reflecting a rise of 28.3%[25] Research and Development - The company has increased its R&D investment, with development expenditures rising by 86.23% year-on-year[13] - Research and development expenses for the current period were ¥5,395,945.22, compared to ¥4,856,205.22 in the previous period, indicating an increase of 11.1%[27] Strategic Initiatives - The company aims to transition from "comprehensive energy" to "smart energy + energy conservation and carbon reduction" as part of its strategic transformation[5] - The company is focusing on optimizing its core business layout and enhancing core capabilities to achieve high-quality development[7] Management and Expenses - Management expenses increased by 42.71% to ¥177,102,812.54, attributed to the increase in the number of management personnel and associated labor costs[16] - Investment income decreased by 31.20% to ¥28,782,707.86, mainly due to reduced investment income from joint ventures compared to the previous year[16] - Credit impairment losses improved by 66.36%, reducing to -¥89,357,314.43, as the previous year had significant impairment losses related to renewable energy subsidies[16] - Income tax expenses decreased by 85.76% to ¥9,115,966.74, due to the loss of control over a subsidiary and the resulting temporary differences in deferred tax assets[16]

Core Viewpoint - The company plans to publicly transfer 51% equity of Hezhou Company through Beijing Property Exchange, with a minimum transfer price of 160 million yuan based on the equity's assessed value [1] Financial Summary - Hezhou Company was established in 2021 with a registered capital of 194 million yuan [1] - As of the end of 2024, Hezhou Company is projected to have total assets of 601 million yuan, total liabilities of 373 million yuan, and owner's equity of 228 million yuan [1] - The projected operating revenue for 2024 is 73.06 million yuan, with a net profit of 27.83 million yuan [1] Strategic Implications - The equity transfer is aimed at helping the company focus on strategic transformation, optimize business structure, and improve development quality [1]

Core Insights - The collaboration between Shanying International and State Grid Energy aims to achieve green transformation through technological synergy and capital linkage, with a total estimated investment of 2 billion RMB [1] - The partnership focuses on energy-saving renovations in the paper industry and the development of new energy sources, marking a significant step towards Shanying International's low-carbon transition [2][3] Group 1: Strategic Cooperation - The first round of agreements establishes a strategic investment framework, emphasizing long-term cooperation in energy system upgrades and energy-saving renovations [2] - The collaboration is structured in a "three-wheel drive" model, showcasing a comprehensive partnership from strategic investment to project implementation and integration of industry, academia, and research [2] Group 2: Project Implementation - The second round of agreements focuses on the implementation of a smart energy-saving renovation project, targeting a reduction in energy costs by over 15% over a 10-year period [3] - Future collaborations will include the development of wind power projects with a capacity of no less than 300MW and the establishment of distributed photovoltaic projects and energy storage facilities [3] Group 3: ESG Commitment - Shanying International integrates sustainable development into its core strategy, actively promoting carbon reduction actions to contribute to national "dual carbon" goals [2][4] - The company has received significant recognition in the capital market for its ESG practices, with its Wind ESG rating improving from BBB to AA, reflecting its commitment to sustainability [5] Group 4: Industry Leadership - Shanying International has been recognized as a leader in the paper industry, consistently ranking in the top of various national and global lists for its sustainable practices and corporate responsibility [5][6] - The company emphasizes the importance of technological innovation and green development as key components of high-quality industry growth [6]

Core Insights - The public utility sector is experiencing fluctuations in electricity prices and coal prices, with a notable decrease in electricity procurement prices year-on-year and an increase in coal prices week-on-week [1][3] - The performance of Jintou Energy in Q3 2025 is highlighted, showing significant profit growth due to favorable conditions in the coal market and increased electricity demand during peak summer [2] - The National Development and Reform Commission (NDRC) has introduced initiatives to boost electric vehicle charging infrastructure, indicating potential investment opportunities in this sector [2] Electricity and Coal Prices - In August 2025, the electricity procurement price decreased by 2% year-on-year but increased by 1.3% month-on-month [1][3] - As of October 17, 2025, the price of thermal coal at Qinhuangdao was 748 RMB per ton, reflecting a week-on-week increase of 39 RMB per ton [1][3] Electricity Consumption and Generation - Total electricity consumption from January to July 2025 reached 5.86 trillion kWh, representing a year-on-year increase of 4.5% [1][3] - Cumulative electricity generation during the same period was 5.47 trillion kWh, with a year-on-year growth of 1.3% [1][3] - Different energy sources showed varied performance: thermal power and hydropower decreased by 1.3% and 4.5% respectively, while nuclear, wind, and solar power increased by 10.8%, 10.4%, and 22.7% respectively [1][3] Investment Opportunities - The report suggests focusing on undervalued thermal power assets and the growth potential of electric vehicle charging infrastructure [4] - Recommendations include investing in companies like Jintou Energy, Jingneng Power, and Datang Power for thermal power opportunities [4] - The charging pile equipment sector is highlighted with companies such as Teruid and Shenghong as potential investment targets [4] - Renewable energy assets, particularly solar and charging infrastructure, are expected to see a revaluation due to market dynamics [4]

Group 1 - Cangzhou Mingzhu's controlling shareholder is set to change to Guangzhou State-owned Assets Supervision and Administration Commission, acquiring 19.58% voting rights through the transfer of 167 million shares [1] - Guotou Fengle's application for a private placement of shares has been approved by the Shenzhen Stock Exchange, moving forward to the registration process with the China Securities Regulatory Commission [1] - Hunan Baiyin plans to adjust its share repurchase price ceiling to 8 CNY per share, with a total repurchase fund between 92.6 million and 123 million CNY [2] Group 2 - Zancore's shareholders plan to reduce their holdings by up to 2.71% of the company's total shares, amounting to 324,790 shares [3] - Tongfu Microelectronics intends to reduce its holdings by up to 1% of the total shares, equating to 15,176,000 shares [4] - Huajin Capital's shareholder plans to reduce holdings by up to 3% of the total shares, which is 10,341,200 shares [5] Group 3 - Ansheng Technology and partners are establishing a joint venture with a registered capital of 788 million CNY for a battery recycling project [6] - Huaten Technology plans to acquire 100% of Huayi Microelectronics through a combination of cash and stock issuance [7] - CICC has received approval to register a 10 billion CNY technology innovation corporate bond [9] Group 4 - Taijia shares' shareholder plans to reduce holdings by up to 3% of the total shares, which is 755,210 shares [10] - Nanfang Energy expects a net profit of 342 million CNY for the first three quarters, a year-on-year increase of 125.08% [12] - Shunbo Alloy's shareholders plan to reduce their holdings by up to 2.05% of the total shares, which is 1,372,900 shares [14] Group 5 - Shenzhen Energy is participating in the establishment of a 1 billion CNY renewable energy industry fund, focusing on investments in various energy sectors [15] - China Electric Port's shareholders plan to reduce their holdings by up to 1% of the total shares, which is 759,900 shares [16] - Liangpinpuzi's controlling shareholder's transfer of control has been terminated due to unmet conditions [17] Group 6 - Jingsheng Electromechanical's five executives plan to reduce their holdings by up to 277,620 shares, which is 0.21% of the total shares [19] - Shaoneng shares' shareholder plans to reduce holdings by up to 3% of the total shares, which is 31,444,100 shares [20] - Xiaoming shares' shareholders plan to reduce their holdings by up to 2.97% of the total shares, which is 557,030 shares [21] Group 7 - Fangzheng Electric's shareholders and executives plan to reduce their holdings by up to 3.37% of the total shares [22] - Hainan Huatie is under investigation by the CSRC for suspected information disclosure violations [23] - Qianli Technology has submitted an application for H-share listing on the Hong Kong Stock Exchange [25]

Core Viewpoint - The company, Nanwang Energy, anticipates a significant increase in net profit for the first three quarters of 2025, projecting a profit of 342.36 million yuan, which represents a growth of 125.08% compared to the same period last year [2] Financial Performance - The expected net profit attributable to shareholders for the first three quarters of 2025 is 342.36 million yuan [2] - This figure indicates a year-on-year increase of 125.08% [2]