Group 1 - Liu Jingping has resigned from his position as a director and member of the remuneration and assessment committee due to reaching the statutory retirement age, and he will not hold any position within the company after his resignation [1] - The board of directors expressed gratitude for Liu Jingping's contributions to the company's strategic transformation and high-quality development during his tenure [1] - The resignation took effect upon delivery of the resignation report to the board, and Liu Jingping did not hold any shares in the company at the time of his resignation [1] Group 2 - Du Peng has been elected as the employee director of the company's second board of directors, with his term starting from the date of election until the end of the second board's term [2] - The election of the employee director was completed in accordance with the Company Law and the company's articles of association, ensuring that the number of employee representatives does not exceed half of the total number of directors [2] Group 3 - Du Peng, born in December 1972, has a master's degree and has held various positions within the China Southern Power Grid, including roles in the Guangdong Power Grid and Guizhou Power Grid [5] - Du Peng does not hold any shares in the company and has no related party relationships with shareholders holding more than 5% of the company's shares or with other directors, supervisors, and senior management [5][6] - Du Peng has not faced any penalties from the China Securities Regulatory Commission or other relevant authorities, nor has he been listed as a dishonest executor by the courts [6]

Core Points - The document outlines the management measures for insider information at Southern Power Grid Comprehensive Energy Co., Ltd, aiming to enhance confidentiality and ensure fair information disclosure [1][2][3] Group 1: General Principles - The management of insider information is the responsibility of the board of directors, with the board secretary organizing its implementation [1] - No department or individual may disclose insider information without board approval [2] - All directors, senior management, and relevant personnel must maintain confidentiality regarding insider information [2][4] Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock market prices [6] - Examples of insider information include major changes in business strategy, significant asset transactions, and major debts or losses [7][8] Group 3: Insider Information Knowledge Persons - Insider information knowledge persons include directors, senior management, and others who can access insider information directly or indirectly [8] - The list of insider information knowledge persons must be accurately recorded and maintained [18][19] Group 4: Confidentiality Management - Insider information knowledge persons have a duty to keep insider information confidential and must not leak it through any means before public disclosure [9][10] - External parties requesting insider information must be informed of their confidentiality obligations [10][11] Group 5: Registration and Filing - The company must maintain a complete and accurate record of insider information knowledge persons and their access to insider information [18][19] - The board of directors is responsible for ensuring the timely registration and submission of insider information knowledge persons' records to the relevant authorities [8][19] Group 6: Confidentiality and Accountability - Insider information knowledge persons are subject to penalties for leaking insider information or engaging in insider trading [26][29] - The company reserves the right to pursue legal action against those who violate confidentiality obligations [30][31]

Group 1 - The core point of the document is the establishment of the Audit and Risk Committee within the board of directors of the company to enhance decision-making, ensure effective supervision of the management, and improve internal controls [1][2]. - The committee consists of three directors who are not senior management, with a majority being independent directors, and at least one independent director must be a professional accountant [3][4]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [10][11]. Group 2 - The committee's term aligns with that of the board, and members can resign before the term ends, which will require the board to promptly elect new members if the committee's composition falls below the required number [2][8]. - The committee has the authority to propose the convening of temporary board or shareholder meetings and to suggest the dismissal of directors or senior management if their actions harm the company's interests [3][4]. - The committee is tasked with guiding the risk management system, internal control system, and compliance management system, as well as overseeing the internal audit system [10][11]. Group 3 - The committee meetings can be regular or temporary, with at least four regular meetings held annually, and decisions require a majority vote from the members present [15][16]. - Meeting notifications must include the time, location, agenda, and contact information, and a quorum requires two-thirds of the members to be present [17][18]. - The committee's decisions must be documented, and records should be maintained for at least ten years, ensuring confidentiality of the discussions [26][30].

General Principles - The purpose of the information disclosure management measures is to standardize the disclosure behavior of the company, strengthen management, and protect the legitimate rights and interests of investors [1][2] - Information that may significantly impact the trading price of the company's securities or affect investors' value judgments and investment decisions must be disclosed [1][2] - The company must adhere to principles of truthful, accurate, complete, timely, and fair disclosure, avoiding false records, misleading statements, or significant omissions [1][2] Disclosure Obligations - Disclosure obligors include directors, senior management, shareholders, and other parties involved in significant transactions or events [2] - The company may voluntarily disclose information relevant to investors' value judgments, provided it does not conflict with legally required disclosures [2][4] - Major disclosure documents include prospectuses, fundraising documents, listing announcements, acquisition reports, periodic reports, and temporary reports [5] Reporting Standards - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investors' decisions [8][9] - Annual reports must be audited by qualified accounting firms, while semi-annual reports may not require auditing unless specific conditions are met [9][10] - The company must ensure timely disclosure of periodic reports, with specific deadlines for each type of report [10][11] Temporary Reporting - The company must immediately disclose significant events that may impact the trading price of its securities, including major changes in business direction, significant investments, and major losses [15][16] - The company must also disclose any major changes in shareholding or control, significant legal issues, and any other events that could materially affect its operations [15][16] Disclosure Process - The company has established procedures for the preparation, review, and disclosure of periodic reports and significant events [28][29] - The board of directors is responsible for ensuring the accuracy and completeness of the disclosed information, and the board secretary plays a key role in coordinating disclosure activities [32][33] Confidentiality and Compliance - All parties involved in the company must maintain confidentiality regarding undisclosed information and comply with relevant regulations [43][44] - The company must apply for exemptions from disclosure if it risks violating confidentiality laws or harming its interests [45] Accountability - Directors and senior management are responsible for the accuracy and completeness of disclosed information, with specific responsibilities outlined for the chairman, general manager, and board secretary [51][52] - The company will pursue accountability for any violations of disclosure regulations that result in significant impacts [52][53]

Group 1 - The core objective of the remuneration and assessment committee is to establish a sound management system for the assessment and remuneration of directors and senior management, thereby improving corporate governance [1][2] - The committee is composed of three directors, with a majority being independent directors, and is responsible for formulating assessment standards and remuneration policies for directors and senior management [1][2] - The committee's decisions regarding remuneration plans must be approved by the board and subsequently submitted for shareholder approval [12][13] Group 2 - The committee is required to conduct performance evaluations of directors and senior management based on established standards and procedures, and propose remuneration amounts and reward methods to the board [15] - Meetings of the committee must be attended by at least two-thirds of its members to be valid, and decisions require a majority vote [18][26] - The committee may hire external consultants for professional advice, with costs covered by the company [27] Group 3 - The committee's meeting records must include details such as the date, attendees, agenda, key points of discussion, and voting results, and these records must be kept for at least ten years [31][33] - Any matters not covered by the rules will be governed by national laws, regulations, and the company's articles of association [34][35]

Core Viewpoint - The document outlines the work system for independent directors of Southern Power Grid Comprehensive Energy Co., Ltd., emphasizing their responsibilities in the preparation, review, and disclosure of the annual report to protect investors' interests and ensure compliance with relevant laws and regulations [1][6]. Group 1: Responsibilities of Independent Directors - Independent directors must diligently fulfill their responsibilities and cooperate with the company to ensure the annual report is true, accurate, and complete, free from any false records or misleading statements [1][2]. - They are required to listen to reports from the management regarding the company's operations, financial status, and significant investment activities, and participate in on-site inspections of major matters [2][4]. - Independent directors should communicate with the auditing firm before the audit begins to discuss independence, audit plans, and risk assessments [3][7]. Group 2: Communication and Reporting - The company must provide necessary working conditions for independent directors to perform their duties and facilitate communication between them and the management [2][4]. - Independent directors are expected to provide written confirmation of their opinions on the annual report, and if they have concerns about its accuracy, they must state their reasons and disclose them [5][6]. - They must prepare and disclose an annual performance report detailing their activities, focusing on internal controls and the protection of minority investors' rights [5][6]. Group 3: Compliance and Oversight - Independent directors must ensure that all significant transactions and potential risks are disclosed in the annual report, and they have the authority to request additional information or delay board meetings if necessary [4][5]. - In case of any major risk events or violations by the company or its executives, independent directors are obligated to report these issues to the board and relevant regulatory bodies [6][6]. - The document establishes that this work system is subject to national laws and regulations, and any conflicts with existing laws will be resolved in favor of the legal provisions [6].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information provided to stakeholders [1][2]. Group 1: General Principles - The accountability system aims to ensure the authenticity, compliance, completeness, and timeliness of annual report disclosures [1]. - The system applies to key personnel including controlling shareholders, directors, senior management, and relevant department heads [1]. Group 2: Identification and Accountability for Errors - Specific circumstances that warrant accountability include violations of laws and regulations leading to significant errors in disclosures [2]. - The company must correct previously published annual financial reports in accordance with relevant disclosure rules [2]. Group 3: Responsibilities of Subsidiaries and Departments - All subsidiaries and departments are required to cooperate in providing accurate and complete data for annual report disclosures [3]. - Any significant omissions or inaccuracies in disclosures must be promptly supplemented and corrected [3]. Group 4: Investigation and Decision-Making Process - In cases of significant errors, the audit department is responsible for collecting and summarizing relevant information, investigating causes, and preparing written materials for review [4]. - The board of directors will make decisions regarding accountability based on the audit findings [4]. Group 5: Disciplinary Measures - Violations of the accountability system will be addressed according to the company's established disciplinary regulations [10]. - Factors that may lead to increased penalties include severe circumstances or interference with investigations [11]. Group 6: Mitigating Factors - Mitigating circumstances for penalties include proactive correction of errors and incidents caused by unforeseen factors [12]. - The rights of individuals under investigation must be respected, allowing them to present their views [13]. Group 7: Performance Evaluation and Disclosure - The results of accountability investigations will be included in the annual performance evaluations of relevant departments and personnel [14]. - Decisions regarding accountability will be disclosed to the public through temporary announcements [15]. Group 8: Additional Provisions - The system will also apply to quarterly and semi-annual report disclosures [17]. - The board of directors is responsible for the formulation, interpretation, and revision of this accountability system [18].

Core Viewpoint - The document outlines the internal reporting management measures for significant events at Southern Power Grid Comprehensive Energy Co., Ltd, aiming to ensure accurate and timely information disclosure to protect shareholder interests and comply with relevant laws and regulations [1][2]. Group 1: General Principles - The purpose of the internal reporting system is to ensure the authenticity, accuracy, and completeness of information disclosure regarding significant events that may impact the trading prices of the company's securities [1][2]. - The internal reporting system is established based on laws such as the Company Law and Securities Law of the People's Republic of China [1][2]. Group 2: Responsibilities and Reporting Obligations - The Securities Affairs Management Department is responsible for managing the reporting of significant events, with various departments and personnel required to fulfill their reporting duties [2][3]. - Reporting obligations fall on directors, senior management, department heads, and major shareholders holding more than 5% of the company's shares [2][3]. Group 3: Scope of Significant Events - Significant events requiring internal reporting include matters submitted for shareholder or board approval, major investments exceeding 30% of total assets, guarantees provided, related party transactions, and significant litigation or arbitration cases [3][4]. - Other significant events include changes in company control, major operational changes, and any circumstances that may pose substantial risks to the company [4][5]. Group 4: Reporting Procedures - The reporting process involves internal decision-making procedures at subsidiaries and branches before submitting to the company, with the Securities Affairs Management Department overseeing the disclosure process [7][8]. - Written materials related to significant events must be submitted, including reasons for the event, relevant legal documents, and internal approvals [8][9]. Group 5: Confidentiality and Penalties - Confidentiality measures are in place to limit knowledge of significant events to necessary personnel, with strict obligations to prevent information leaks [11][12]. - The company will hold individuals accountable for failures in reporting significant events, including potential legal consequences for severe violations [12][13].

Core Points - The establishment of the Strategic and Investment Committee aims to enhance the scientific nature of the company's strategic decisions and ensure sustainable development [1][2] - The committee is responsible for researching and providing recommendations on long-term strategies and major investment decisions [1][2] Group 1: Committee Composition - The Strategic and Investment Committee consists of three directors, including at least one independent director [3] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [3][4] - The chairman of the board serves as the committee's chairperson, responsible for leading the committee's work [3] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching the company's long-term development plans, annual investment plans, and significant investment and financing proposals [10] - It also oversees the implementation of the company's investment management system and reviews important ESG matters [10] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [11] Group 3: Decision-Making Procedures - The operational management department prepares the necessary materials for the committee's decision-making process [13] - The committee holds meetings to discuss proposals and submits the results to the board [14] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions are made by majority vote [17] Group 4: Meeting Rules - Meetings are convened with at least three days' notice, and the chairperson leads the meeting [15] - Members can attend in person or delegate their voting rights to another member [19] - Meeting records must be kept, detailing the date, attendees, agenda, and voting results [30]

南方电网综合能源股份有限公司 董事会提名委员会议事规则 第一章 总 则 第一条 为规范公司领导人员的产生，优化董事会组成，完 善公司治理结构，根据《中华人民共和国公司法》 （以下简称"《公 司法》"） 、《上市公司治理准则》 、《南方电网综合能源股份有限公 第三条 提名委员会成员由 3 名董事组成，其中独立董事应 占多数。 司章程》 （以下简称" 《公司章程》" ）及其他有关规定，公司特设 立董事会提名委员会，并制订本议事规则。 第二条 董事会提名委员会是董事会依据相应法律法规设 立的专门工作机构，对董事会负责并报告工作，主要负责对公司 董事和高级管理人员的人选、选择标准和程序进行选择并提出建 议。 第二章 人员组成 第四条 提名委员会委员由董事长、二分之一以上的独立董 事或者全体董事的三分之一提名，并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董 事委员担任，负责主持委员会工作；主任委员在委员内选举，并 报请董事会批准产生。 第六条 提名委员会任期与董事会任期一致，委员任期届满， 连选可以连任。期间如有委员不再担任公司董事职务，自动失去 委员资格。 第七条 提名委员会成员可以在任期 ...