Core Viewpoint - The announcement details the progress of the shareholding increase plan by the controlling shareholder and its concerted actions, indicating a significant investment commitment to South Network Energy [1][2]. Group 1: Shareholding Increase Plan - The controlling shareholder, China Southern Power Grid Co., Ltd., through its wholly-owned subsidiary, Southern Power Grid Capital Holdings Co., Ltd., plans to increase its shareholding in South Network Energy by investing between RMB 150 million and RMB 300 million within six months starting from April 9, 2025 [1][2]. - As of July 28, 2025, Southern Power Grid Capital has cumulatively acquired 24,268,600 shares, representing 0.64% of the total share capital, with a total investment of RMB 109,960,744.80, which is 73.31% of the lower limit of the planned investment [1][2][4]. Group 2: Shareholding Structure - Following the share increase, the total shares held by China Southern Power Grid and its concerted actions amount to 1,554,268,600 shares, accounting for 41.03% of the total share capital, marking a change that touches upon the 1% integer multiple [1][2][4]. - The increase in shareholding reflects the confidence of the controlling shareholder in the long-term investment value of the company and its transition towards "comprehensive energy + energy conservation and carbon reduction" [4][5]. Group 3: Compliance and Commitments - The controlling shareholder and its concerted actions have committed not to reduce their shareholding during the planned investment period and within the legally stipulated timeframe [5][6]. - The shareholding increase plan is being executed in accordance with relevant laws and regulations, including the Securities Law and the Management Measures for the Acquisition of Listed Companies [5][6].

证券代码：003035 证券简称：南网能源 公告编号：2025-036 南方电网综合能源股份有限公司 关于控股股东及其一致行动人增持计划的进展情况 暨权益变动触及 1%整数倍的公告 控股股东全资子公司南方电网资本控股有限公司保证向本公司提供的信息 内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 南方电网综合能源股份有限公司（以下简称"公司"或"南网能源"）于 2025 年 4 月 9 日在巨潮资讯网（http://www.cninfo.com.cn）上披露了《关于 控股股东全资子公司增持股份计划的公告》（公告编号：2025-018），公司控股 股东中国南方电网有限责任公司（以下简称"南方电网公司"）拟通过其全资子 公司南方电网资本控股有限公司（以下简称"南网资本"），自增持计划公告披 露之日 2025 年 4 月 9 日起 6 个月内，以不限于集中竞价交易、大宗交易等深圳 证券交易所允许的方式增持公司股份，增持金额为不低于人民币 1.5 亿元且不超 过 3 亿元，增持股份数量不超过公司总股本的 2%。 一、本次增持计划的实施进展 ...

Group 1: Research Overview - The research object is Nanwang Energy, belonging to the professional services industry, and the reception time was on July 25, 2025. The listed company's reception staff included Cheng Guohui and Ren Yanran from the Board of Directors' Work Department [17] - The institution involved in the research is Western Securities, and the reception object is Liu Ronghui [20] Group 2: Core Views - The company's overall business performance in 2025 is expected to be positive. The core industrial and building energy - saving businesses are expected to continue to grow steadily, the impact of biomass business on performance has significantly decreased, and the implementation of various plans and organizational adjustments will support the transformation and improve the company's operation level [33] Group 3: Company Business Details Business Transformation - The company released the 2025 annual key implementation plan for its strategic plan at the beginning of the year, shifting the business structure from "investment holding" to "investment holding + high - end services" and expanding the business type from "comprehensive energy" to "comprehensive energy+energy conservation and carbon reduction" [24] - To promote transformation, the company has optimized business layout, established a digital service company, and adjusted the organizational structure [24] Biomass Power Plants - The company applied to the court for the bankruptcy of Yangshan and Changling biomass project companies in December 2024, and the court has accepted the applications. The Tengxian and Chishui projects are in normal operation, with the Tengxian project achieving profitability in the first quarter of this year [27] Distributed Photovoltaic Projects - The company's operating distributed photovoltaic projects are mainly concentrated in the five - province region of China Southern Power Grid, accounting for about 70% of the project installed capacity. The main customers are industrial and commercial users from multiple industries, including many large - scale enterprises [28] Building Energy - Saving Projects - The company provides comprehensive energy - saving services for existing buildings and one - stop comprehensive energy - saving services for new buildings. The income sources include energy trusteeship, energy - saving benefit sharing, and charging based on supply volume [30] - In 2024, the gross profit margin of the building energy - saving business decreased due to factors such as reduced power savings in individual projects and increased transformation costs. In the future, the company will focus on key directions, regions, and industries, and extend to carbon - related businesses [31][32] Renewable Energy Subsidies - The company attaches great importance to project compliance and actively cooperates with the renewable energy power generation subsidy verification work. There is uncertainty in the payment speed and proportion of receivable renewable energy subsidies, and there may be a risk of subsidy income reduction [34]

Core Viewpoint - Company is undergoing a strategic transformation from a focus on "investment holding" to a dual emphasis on "investment holding + high-end services" and expanding its business scope to include "comprehensive energy + energy conservation and carbon reduction" [2] Business Transformation - The company has launched a strategic plan for 2025, focusing on optimizing its business structure and expanding into high-end services, including consulting, design, construction, operation, and energy trading services [2] - Initiatives such as the "Energy Conservation Business Doubling Plan" and "Service Doubling Plan" are being implemented to strengthen the energy conservation and carbon reduction business [2] - A digital services company has been established to support the transition towards a dual focus on investment and high-end services [2] Biomass Power Plant Operations - The company has applied for bankruptcy for two biomass project companies, with the court accepting the applications, while other projects like the Fengtian and Chishui projects are operating normally and have achieved profitability [3] Distributed Photovoltaic Projects - The company's distributed photovoltaic projects are primarily located in five provinces of the southern power grid, with approximately 70% of installed capacity targeting industrial and commercial users [4] Building Energy Efficiency Projects - The company provides comprehensive energy-saving services for existing buildings and efficient energy supply systems for new constructions, with revenue derived from energy management, profit-sharing based on energy savings, and service fees [5] - The decline in gross margin for building energy efficiency projects in 2024 is attributed to reduced electricity savings and increased project costs, with future strategies focusing on energy-saving renovations in public institutions and key industries [5] Financial Performance - For Q1 2025, the company reported a main revenue of 693 million yuan, a year-on-year increase of 20.35%, and a net profit of approximately 91.34 million yuan, up 1.65% year-on-year [8] - The company has a debt ratio of 64.6% and an investment income of approximately 11.7 million yuan, with a gross margin of 34.67% [8] Market Outlook - The company anticipates a positive outlook for 2025, driven by stable growth in core industrial and building energy efficiency sectors, and a reduced impact from biomass operations [7] - The company is actively monitoring renewable energy subsidy policies and is prepared for potential adjustments in subsidy payments [7]

Business Transformation and Strategy - The company has initiated a strategic plan for 2025, shifting its business focus from "investment holding" to a dual approach of "investment holding + high-end services" [2] - Key initiatives include the implementation of energy-saving business plans and the establishment of a digital services company to support the transition [3] Energy Efficiency and Services - The company is expanding its energy-saving services, focusing on both existing buildings and new constructions, with revenue sources including energy management and profit-sharing based on energy savings [5] - The gross profit margin for energy-saving projects is expected to decline in 2024 due to reduced electricity savings and increased project costs, prompting a strategic focus on key sectors such as public institutions and transportation [6] Biomass Projects and Financial Outlook - The company has filed for bankruptcy for two biomass project companies, with ongoing operations for others showing improvement, such as the successful operation of the Tengxian project [3] - The overall business outlook for 2025 is positive, driven by stable growth in industrial and building energy-saving sectors, and reduced impact from biomass projects [6] Market Presence and Client Distribution - The company's distributed photovoltaic projects are primarily located in five provinces, accounting for approximately 70% of installed capacity, serving major industries including automotive and pharmaceuticals [3] Risk Management and Compliance - The company is actively monitoring renewable energy subsidy policies, acknowledging potential risks of subsidy reductions for other projects following the biomass subsidy cuts [6]

Group 1 - The company held its 34th board meeting on July 21, 2025, with 9 directors expected to attend, and 8 present, including one proxy vote [1] - The board approved the proposal to adjust its structure, adding one employee director, resulting in a composition of 3 independent directors, 1 employee director, and 5 non-independent directors [1] - The board's decisions require approval from the shareholders' meeting [2] Group 2 - The board approved amendments to the company's articles of association, with a unanimous vote of 9 in favor [2] - The board also approved revisions to the rules governing shareholders' meetings, with the same unanimous vote [3] - The board approved changes to the rules governing board meetings, again with a unanimous vote [4] Group 3 - The board approved amendments to the independent director work guidelines, with a unanimous vote [3] - The board approved revisions to the cumulative voting system implementation details, with a unanimous vote [4] - The board approved the establishment of a management system for information disclosure deferral and exemption, with a unanimous vote [4] Group 4 - The board proposed to hold the second temporary shareholders' meeting of 2025, with a unanimous vote [5] - All proposals from the board require further review and approval at the shareholders' meeting [5]

Core Points - The document outlines the management system for the temporary suspension and exemption of information disclosure by Southern Power Grid Comprehensive Energy Co., Ltd, ensuring compliance with relevant laws and regulations [1][2] - The system aims to protect the legitimate rights and interests of investors while maintaining confidentiality regarding state and commercial secrets [1][2] Group 1: General Principles - The purpose of the system is to standardize the temporary suspension and exemption of information disclosure, ensuring compliance with laws such as the Company Law and Securities Law [1] - Information disclosure obligations must be carefully determined by the obligated parties, following internal review procedures before implementation [2] Group 2: Applicable Situations for Suspension and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [4] - Commercial secrets can be temporarily suspended or exempted from disclosure if they meet specific criteria, such as potential harm from disclosure or infringement of others' commercial secrets [4][5] Group 3: Internal Management Procedures - The company can use alternative methods such as abbreviations or summaries to protect sensitive information during disclosures [4] - After a temporary suspension or exemption, the company must disclose the information promptly once the reasons for suspension are eliminated [3][4] Group 4: Registration and Accountability - The company must maintain a record of all suspended or exempted disclosures, including the type of information and the internal review process [5][6] - Violations of the disclosure system may lead to accountability measures against responsible personnel [6]

Core Points - The article outlines the implementation details of the cumulative voting system for the Southern Power Grid Comprehensive Energy Co., Ltd, aimed at improving corporate governance and protecting the interests of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, enhancing shareholder participation in corporate governance [2][3] Section Summaries General Provisions - The cumulative voting system is defined as a method where shareholders have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [2] - This system applies only when two or more directors are being elected; it does not apply for the election of a single director [2] Nomination of Director Candidates - The board of directors and shareholders holding more than 1% of the company's shares have the right to nominate director candidates [4] - Candidates must provide a self-assessment of their qualifications and relevant materials, and the board cannot refuse nominations based on the need for qualification checks [3][4] Election and Voting of Directors - Before voting, the meeting host must inform shareholders about the cumulative voting method, and appropriate ballots must be prepared [8] - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected, and votes can be concentrated or distributed among candidates [6][7] Election of Directors - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights represented at the meeting [8][9] - If the number of elected directors is less than required, a second round of elections may be held to fill the vacancies [9]

南方电网综合能源股份有限公司 累积投票制度实施细则 第一章 总 则 第一条 为完善南方电网综合能源股份有限公司（以下简称 "公司"）法人治理结构，规范公司选举董事的行为，维护公司 中小股东的利益，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》《上市公司章程指引》等法律、 法规、规范性文件及《南方电网综合能源股份有限公司章程》（以 下简称"《公司章程》"）的有关规定，特制定本实施细则。 第二条 本实施细则所称累积投票制，指股东会选举两名以 上董事时，股东所持每一股份拥有与应选出董事人数相等的投票 权，股东拥有的投票表决权总数等于其所持有的股份与应选董事 人数的乘积。股东拥有的表决权可以集中使用，即股东可以按意 愿将其拥有的全部投票表决权集中投向某一位或几位董事候选 人；也可以将投票权分散行使，分别投向各位董事候选人的一种 投票制度。 第三条 本实施细则适用于股东会选举或更换两名以上（含 两名）董事的议案。股东会仅选举一名董事或选举职工代表董事 时，不适用累积投票制。 第二章 董事候选人提名 第四条 董事会、单独或者合计持有公司 1%以上股份的股 1 东有权提名董事候选人。单个提名人 ...

南方电网综合能源股份有限公司 章 程 2025 年 1 | 第一章 总 则 4 | | | --- | --- | | 第二章 经营宗旨和范围 6 | | | 第三章 股 份 6 | | | 第一节 | 股份发行 6 | | 第二节 | 股份增减和回购 7 | | 第三节 | 股份转让 9 | | 第四章 股东和股东会 10 | | | 第一节 | 股 东 10 | | 第二节 | 控股股东和实际控制人 13 | | 第三节 | 股东会的一般规定 14 | | 第四节 | 股东会的召集 18 | | 第五节 | 股东会的提案与通知 19 | | 第六节 | 股东会的召开 21 | | 第七节 | 股东会的表决和决议 24 | | 第五章 党 委 29 | | | 第六章 董事会 31 | | | 第一节 | 董事的一般规定 31 | | 第二节 | 独立董事 35 | | 第三节 | 董事会 39 | | 第四节 | 董事会专门委员会 47 | | 第七章 总经理及其他高级管理人员 48 | | | 第八章 职工代表大会和工会 51 | | | 第九章 财务会计制度、利润分配和审计 51 | | | 第一节 ...