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南网能源: 南方电网综合能源股份有限公司董事会薪酬与考核委员会议事规则
Zheng Quan Zhi Xing· 2025-08-08 16:23
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]
南网能源: 南方电网综合能源股份有限公司独立董事年报工作制度
Zheng Quan Zhi Xing· 2025-08-08 16:23
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].
南网能源: 南方电网综合能源股份有限公司重大事项内部报告管理办法
Zheng Quan Zhi Xing· 2025-08-08 16:23
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].
南网能源: 南方电网综合能源股份有限公司董事会战略与投资委员会议事规则
Zheng Quan Zhi Xing· 2025-08-08 16:23
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]
南网能源: 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
Zheng Quan Zhi Xing· 2025-08-08 16:23
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 ...
宁波能源成立综合能源服务公司
Qi Cha Cha· 2025-08-07 02:07
Core Viewpoint - Wangjiang Ningneng Integrated Energy Service Co., Ltd. has been established with a registered capital of 15 million yuan, focusing on various energy services including solar power generation and biomass fuel processing [1][2]. Group 1: Company Information - The legal representative of the company is Xu Xuwei, and it is fully owned by Wangjiang Ningneng Thermal Power Co., Ltd., a subsidiary of Ningbo Energy Group [1][3]. - The company is registered in Wangjiang County, Anqing City, Anhui Province, with its business scope including solar power technology services, energy management contracts, energy storage technology services, biomass fuel processing, and wastewater treatment [1][2]. Group 2: Financial and Operational Details - The registered capital of the company is 15 million yuan, and it is currently in a state of existence (operating, open, and registered) [2]. - The company is classified under the national standard industry of other power production (D4419) [2].
认可+1!思安获2025年度中国综合能源服务暨能源数字化行业大奖
Sou Hu Cai Jing· 2025-08-04 11:06
Group 1 - The core event is the awarding of the "Energy Digitalization Pioneer Enterprise" title to Xi'an Sian Cloud Technology Co., Ltd. at the 2025 China Comprehensive Energy Service and Energy Digitalization Industry Awards Ceremony held in Suzhou [1] - The awards are organized by IESPLAZA and are known for their stringent selection criteria, with only 8 out of 26 participating companies receiving awards this year [3] - The ceremony was attended by Han Wenke, a senior advisor and former director of the National Development and Reform Commission's Energy Research Institute, who presented the award [1][3] Group 2 - Xi'an Sian Cloud Technology Co., Ltd. was established in 2018 and is recognized as a leading provider of energy digitalization products and solutions in China, with headquarters in Xi'an and marketing centers in Beijing and Shenzhen [5] - The company leverages its parent company Sian New Energy's experience in comprehensive energy services to provide digitalized products and solutions, focusing on energy management's digital, productized, intelligent, and service-oriented development [7] - Sian Cloud offers a range of products including the Comprehensive Energy Operating System (Si-MeOS™), energy planning simulation tools (Si-PTMs™), and various application systems aimed at enhancing energy efficiency, reducing costs, and supporting green upgrades for enterprises [7]
南网能源:公司高度重视投资者回报
Zheng Quan Ri Bao· 2025-08-04 07:40
证券日报网讯南网能源8月4日在互动平台回答投资者提问时表示,公司高度重视投资者回报,把市值管 理充分融入战略执行中,一是统筹开展持有资产的结构优化,及时处置低效资产,并优化提高资产运营 效率与管理效能;二是强化并购能力建设,推动实施高质量资产、股权并购整合,推动综合能源服务业 务补链、延链、强链;三是加大分红力度,择机推动股东增持、股份回购等提振市场信心举措。公司将 持续加强与市场沟通,充分听取市场意见,向广大投资者传递公司长期发展价值。 (文章来源:证券日报) ...
宁波能源集团股份有限公司关于全资子公司对外投资设立全资子公司的公告
证券代码:600982 证券简称:宁波能源 公告编号:临2025-042 债券代码:242520.SH 债券简称:GC甬能01 宁波能源集团股份有限公司 关于全资子公司对外投资设立全资子公司的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示: 一、对外投资概述 为开拓综合能源项目,助力公司实现产业转型升级目标,宁波能源全资子公司望江热电以现金出资成立 全资子公司望江综能开展压缩空气集中供气项目,望江综能注册资本为1,500万元。 根据《上海证券交易所股票上市规则》等法律法规和《公司章程》等规章制度的相关规定,本次对外投 资事项在公司管理层审批权限范围内,无需提交董事会或股东会审议。本次对外投资事项不涉及关联交 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。 二、投资标的基本情况 1、公司名称:望江宁能综合能源服务有限公司 2、注册资本:1,500万元人民币 ● 投资标的名称:望江宁能综合能源服务有限公司(以下简称"望江综能")。 ● 投资金额:望江综能注册资本为1,500万元人民币,宁波能源集 ...
南网能源: 南方电网综合能源股份有限公司信息披露暂缓与豁免业务管理制度
Zheng Quan Zhi Xing· 2025-07-22 16:16
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]