| 证券代码：301046 | 证券简称：能辉科技 | 公告编号：2025-059 | | --- | --- | --- | | 债券代码：123185 | 债券简称：能辉转债 | | 上海能辉科技股份有限公司 关于高级管理人员减持股份预披露的公告 副总经理、董事会秘书罗联明先生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。 2、股份来源：首次公开发行前已发行的股份 3、减持方式：集中竞价交易 4、减持数量及比例：拟减持股份数量不超过2万股，减持比例不超过公司总 上海能辉科技股份有限公司（以下简称"公司"）于近日收到罗联明先生的《关 于股份减持计划的告知函》，现将有关情况公告如下： 一、股东的基本情况 | 股东名称 | 职务 | 持有公司股份数 | 持有首次公开发 | 占公司总股本比 | | --- | --- | --- | --- | --- | | | | 量（股） | 行前股份（股） | 例（%） | | 罗联明 | 副总经理、董事 | 175,000 | 80,000 | 0.11 | | | ...

专题：专题|2024年度A股CFO数据报告：美的集团钟铮年薪946万，比亚迪周亚琳896万 作为上市公司核心管理层关键成员，财务总监CFO的地位与作用至关重要。新浪财经《2024年度A股CFO数据报告》显示，2024年A股上市公司财务总监 CFO群体薪酬规模合计达42.70亿元，平均年薪为81.48万元。 分行业来看，A股共有149家建筑装饰上市公司公开披露了CFO信息。受上游房地产行业疲软影响，2024年建筑装饰上市公司整体实现营收87347.82亿元，同 比下降3.9%；归母净利润录得1714.72亿元，较2023年下滑16.0%，不到三成公司营收、净利双增。 就年龄结构而言，2024年建筑装饰上市公司CFO平均年龄为48岁，40-50岁群体约占51.0%，50岁以上群体约占36.9%，30-40岁群体约占12.1%。其中，男性 占比66.2%，平均年龄为48.37岁，39.8%超过50岁，40岁以下的CFO共有8名；女性占比34.2%，平均年龄为47.29岁，31.4%在50岁以上，40岁以下的CFO共 10名。 年龄最大的男性CFO为供职于杭州园林的邵如建、浙江建投的王志祥，两位现均已61岁。ST瑞和 ...

Summary of Key Points Core Viewpoint - The company Nenghui Technology (301046) announced that supervisor Kong Pengfei reduced his holdings through centralized bidding on July 24, 2025, selling 85,750 shares at an average price of 20.86 yuan per share, which represents 0.06% of the company's total share capital [1]. Company Actions - The reduction in holdings was completed, with Kong Pengfei holding 257,300 shares post-reduction, which is 0.17% of the total shares [1]. - Prior to the reduction, Kong Pengfei held 343,000 shares, accounting for 0.23% of the total shares [1].

监事孔鹏飞先生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。 上海能辉科技股份有限公司 关于监事股份减持计划实施完毕的公告 | 证券代码：301046 | 证券简称：能辉科技 | 公告编号：2025-058 | | --- | --- | --- | | 债券代码：123185 | 债券简称：能辉转债 | | 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。 上海能辉科技股份有限公司（以下简称"公司"）于2025年5月23日在巨潮资 讯网（www.cninfo.com.cn）披露了《关于监事减持股份预披露的公告》（公告编 号：2025-042）。公司监事孔鹏飞先生因自身资金需求，计划自上述公告披露之 日起十五个交易日后的三个月内以集中竞价方式减持本公司股份8.575万股（占 公司总股本比例的0.06%） 公司于近日收到孔鹏飞先生出具的《关于股份减持计划实施完毕的告知函》， 上述股份减持计划已实施完毕。现将相关情况公告如下： 一、股东减持情况 | 股东名称 | 减持方式 | 减持股份来 | 减持期间 | 减持均价 | 减持股 | 减持比 | | --- | ...

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on August 15, 2025, at 14:30 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange systems on the same day [2][6] Voting Procedures - Shareholders must choose either on-site voting or online voting, and duplicate votes will be invalidated [2] - All shareholders registered by the close of trading on August 11, 2025, are eligible to attend and vote [2][5] Agenda Items - The meeting will discuss several proposals, including amendments to governance systems and the election of the fourth board of directors [3][4] - The election of non-independent directors will require a cumulative voting system, allowing shareholders to allocate their votes among candidates [4][5] Special Resolutions - Certain proposals, including amendments to governance and the election of directors, require a two-thirds majority of votes from attending shareholders [5] - The voting results for small and medium investors will be counted separately and disclosed [5] Registration and Participation - Natural person shareholders must present identification and proof of shareholding to register for the meeting [5][6] - Corporate shareholders must provide additional documentation, including a business license and authorization letters for representatives [5][6] Online Voting - The company provides an online voting platform through the Shenzhen Stock Exchange, with detailed procedures outlined in the attachments [7][8]

Core Viewpoint - Shanghai Nenghui Technology Co., Ltd. is revising its articles of association and governance systems to enhance operational standards and corporate governance in compliance with updated laws and regulations [1] Summary by Sections Revision Reasons - The revisions aim to standardize company operations and improve governance based on the latest regulations from the Company Law, Securities Law, and other relevant guidelines [1] Changes to Articles of Association - The first article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [2] - The eighth article maintains that the chairman serves as the legal representative, with changes in the process for appointing and dismissing the legal representative [2] - New provisions clarify the legal consequences of actions taken by the legal representative on behalf of the company [3] - The tenth article states that shareholders are liable only to the extent of their subscribed shares, while the company is liable for its total assets [4] - The eleventh article establishes the articles of association as a binding document for the company and its stakeholders [5] - The structure of the company's shares and the issuance process has been updated to ensure fairness and equality among shareholders [6] - The twenty-fourth article outlines conditions under which the company may repurchase its shares, including specific exceptions [7] - The twenty-sixth article specifies the procedures for share repurchase and the limits on the number of shares that can be held by the company [9] - The thirty-seventh article details the conditions under which board resolutions may be deemed invalid [16] - The forty-second article outlines the requirements for external guarantees and the necessary approvals from the board and shareholders [24][25] Governance and Responsibilities - The responsibilities of shareholders and the obligations they must fulfill are clearly defined, including the prohibition against abusing shareholder rights [20][22] - The obligations of controlling shareholders and actual controllers are emphasized, including the need to act in the company's best interests and comply with legal requirements [41][43] Decision-Making Authority - The powers of the shareholders' meeting are outlined, including the authority to approve major corporate actions such as capital increases, mergers, and financial audits [46][47] - The process for approving significant transactions and financial decisions is clarified, ensuring transparency and accountability [24][25] Financial Assistance and Guarantees - The company must seek board approval for financial assistance and guarantees, with specific conditions outlined for different scenarios [25]

Core Points - The nomination committee of Shanghai Nenghui Technology Co., Ltd. has reviewed the qualifications of candidates for the fourth board of directors [1][2] - The candidates for non-independent directors and independent directors have been found to meet the necessary legal and regulatory requirements [1][2] Summary by Category Non-Independent Directors - Candidates Yuan Junwei, Zhang Jianding, Song Yueyue have no disqualifying conditions as per Company Law and relevant regulations [1] - They have not been penalized by the China Securities Regulatory Commission or other authorities, nor are they under investigation for criminal activities [1] - They meet the qualifications and requirements to serve as directors of the company [1] Independent Directors - Candidates Wang Fang, Zhang Meixia, and Zhong Yong possess independent director qualification certificates and necessary work experience [2] - They also do not have any disqualifying conditions as per Company Law and relevant regulations [2] - The nomination committee unanimously agrees to propose these candidates for the fourth board of directors [2]

Core Points - The document outlines the regulations for the resignation of directors and senior management at Shanghai Nenghui Technology Co., Ltd, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [1][2]. Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the board [1][2]. - The company must disclose the resignation details within two trading days, including reasons for resignation and any ongoing commitments [1][2]. Group 2: Responsibilities During Transition - Resigning directors must continue to fulfill their duties until a new board is elected, especially if their resignation leads to a lack of quorum [2]. - The company must complete the election of new directors within 60 days to maintain compliance with legal requirements [2]. Group 3: Post-Resignation Obligations - Resigning directors and senior management must complete all handover procedures within five working days, including transferring relevant documents and responsibilities [4]. - Any public commitments made during their tenure must still be honored after resignation, and the company has the right to seek compensation for any unfulfilled commitments [4][5]. Group 4: Accountability and Legal Compliance - The company can hold resigning directors accountable for any losses incurred due to their actions during their tenure, including potential legal actions for violations of laws or regulations [6][7]. - Resigning individuals must cooperate with the company in any follow-up investigations regarding significant matters during their service [5][6]. Group 5: Amendments and Effectiveness - The board of directors is responsible for interpreting and amending these regulations, which take effect upon approval by the board [7].

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to enhance transparency and protect the rights of minority shareholders [1] Group 1: Factors Considered in the Plan - The plan considers long-term sustainable development, operational performance, shareholder expectations, social capital costs, and external financing environment [1] - It aims to create a stable and scientific return mechanism for investors while maintaining continuity in profit distribution policies [1] Group 2: Principles of the Plan - The plan adheres to relevant laws and regulations, balancing reasonable returns for investors with the company's sustainable development [2] - The opinions of independent directors and minority shareholders are taken into account during the planning process [2] Group 3: Dividend Distribution Methods - The company may distribute dividends in cash, stock, or a combination of both, with a preference for cash [2] - Cash dividends will be differentiated based on the company's development stage and major capital expenditure plans [2][5] Group 4: Cash Dividend Conditions and Proportions - For mature companies without major capital expenditures, cash dividends should be at least 40% of the profit distribution [3] - For growth-stage companies with significant capital expenditures, the minimum cash dividend proportion is set at 20% [3] - If there are no major capital expenditures, at least 10% of the distributable profit must be distributed in cash [3][5] Group 5: Conditions for Stock Dividends - If cash dividend conditions are not met, the company may opt for stock dividends, considering growth potential and the dilution effect on net assets per share [5] Group 6: Decision-Making and Implementation Procedures - The board of directors will formulate annual or interim dividend plans based on operational conditions, cash flow, and future business plans [6] - The board's decisions on dividend distribution require approval from a majority of directors [6] Group 7: Adjustments to Dividend Policy - The dividend policy should remain stable, but adjustments can be made if significant changes occur in the external environment or the company's operational status [7][8] - Any changes must comply with regulations and be justified in shareholder meetings [7] Group 8: Planning and Modification of Dividend Return - The board will develop a specific dividend return plan every three years, considering shareholder feedback and independent directors' opinions [9] - Any necessary adjustments to the dividend policy must follow the established decision-making procedures and receive a two-thirds majority approval from shareholders [9]

Group 1 - The candidate Wang Fang has been nominated as an independent director for Shanghai Nenghui Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships affecting independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has passed the qualification review by the nomination committee and has no interests that could influence independent performance [1][2] Group 2 - The candidate affirms compliance with the Company Law of the People's Republic of China and other relevant regulations regarding the eligibility to serve as a director [2][3] - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2][3] - The candidate confirms that serving as an independent director will not violate any laws or regulations related to public servants or party officials [2][3][4] Group 3 - The candidate has no significant business dealings with the company or its controlling shareholders [7][8] - The candidate has not been subject to any disqualifications or penalties by the China Securities Regulatory Commission [8][9] - The candidate has not been involved in any criminal activities related to securities or futures in the past thirty-six months [8][9] Group 4 - The candidate commits to fulfilling the responsibilities of an independent director and ensuring the accuracy of the provided information [9][10] - The candidate will report any disqualifying circumstances to the board and resign if necessary [10] - The candidate authorizes the company to disclose this declaration and related information to the Shenzhen Stock Exchange [10]