根据《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司章 程指引》等相关规定，为进一步提升公司治理效能，提高公司规范化运作水平， 公司将取消监事会，监事会取消后《公司法》规定的监事会职权由董事会审计委 员会行使，《监事会议事规则》相应废止，公司《章程》及其他公司治理制度中 与监事会相关的条款亦作出相应修订。 二、公司《章程》及其附件的修订情况 并取消监事会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 德龙汇能集团股份有限公司（以下简称"公司"）于 2025 年 8 月 14 日召开 了第十三届董事会第十八次会议，逐项审议通过了《关于修订公司 <章程> 及其附 件并取消监事会的议案》项下的三项子议案：《关于修订公司 <章程> 并办理工商 变更登记的议案》《关于修订公司 <股东会议事规则> 的议案》《关于修订公司< 董事会议事规则>的议案》。现将相关事项公告如下。 一、取消公司监事会的相关情况 德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 证券代码 ：000593 证券简称：德龙汇能 公 ...

[经2025年8月14日公司十三届董事会十八次会议审议通过] 二〇二五年八月 第一章 总则 第一条 为促进德龙汇能集团股份有限公司（以下简称"公 司"）经营管理工作的制度化、规范化、科学化，确保公司重大 经营决策的正确性、合理性，提高民主决策、科学决策水平，保 证公司健康、稳定、快速发展，根据《中华人民共和国公司法》 和本公司《章程》有关规定，制定本细则。 第二条 本细则旨在落实《公司法》、公司《章程》、董事会 赋予经营管理班子的职权，明确其应履行的责任。 第三条 总裁为公司的法定代表人，行使法定代表人权利，履 行法定代表人义务。 第二章 职责及分工 第四条 总裁主持公司日常经营和管理工作，组织实施董事 会决议，对董事会负责；副总裁、财务负责人（财务总监）协助 总裁进行工作。 德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 总裁工作细则 第五条 总裁行使下列职权： （一）公司《章程》第一百五十条规定的总裁职权； （二）拟订公司职工的工资、福利、奖惩制度，决定公司职 工的聘用和解聘（由董事会或股东会决定的除外）； （三）公司《章程》或者董事会授予的其他职权 ...

德龙汇能集团股份有限公司 第一条 为完善公司治理结构，强化德龙汇能集团股份 有限公司（以下简称"公司"）董事会决策功能，确保公司董 事会对经理层的有效监督，根据《中华人民共和国公司法》 《上市公司治理准则》《上市公司独立董事管理办法》《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公 司规范运作》《德龙汇能集团股份有限公司章程》（以下简 称"公司《章程》"）及其他有关规定，公司特设立董事会审 计委员会，并对其制定本工作细则。 第二条 董事会审计委员会是董事会按照股东会决议设 立的专门工作机构，行使《公司法》规定的监事会的职权，主 要负责审核公司财务信息及其披露，监督及评估内外部审计 工作和内部控制。 第二章 人员组成 DELONG COMPOSITE ENERGY GROUP CO., LTD 董事会审计委员会工作细则 [经2025年8月14日公司十三届董事会第十八次会议审议通过] 二○二五年八月 第一章 总则 第三条 审计委员会成员由三名不在公司担任高级管理 人员的董事组成，独立董事过半数，担任委员的独立董事中 至少有一名为专业会计人士。 第四条 审计委员会委员应当勤勉尽责，切实有效地监督、 评 ...

Meeting Overview - The second extraordinary general meeting of shareholders for 2025 was held on August 8, 2025, at 15:30, with online voting available from 9:15 to 15:00 on the same day [1][2] - A total of 729 shareholders and their authorized representatives attended the meeting, representing shares totaling 134,215,827, which accounts for 3.5433% of the company's voting shares [1][2] Voting Participation - Among the attendees, 5 shareholders participated in the on-site meeting, while 724 shareholders voted online [1] - The participation of small and medium shareholders was significant, with 725 participants representing 134,215,828 shares, also accounting for 3.5433% of the voting shares [2] Proposal Voting Results - The voting method combined on-site and online voting [2] - The total votes in favor of the proposals reached 2,904,298,040 shares, representing a substantial majority of the valid voting shares present at the meeting [2] - Small investors voted in favor with 2,893,783,043 shares, which is a significant portion of the total valid voting shares [2] Special Resolutions - Special resolutions were passed with a majority, with 2,893,825,343 shares voting in favor, representing a significant percentage of the valid voting shares [3][4] - Small investors also showed support, with 132,176,828 shares voting in favor of the special resolutions [3] Legal Compliance - The meeting's procedures, proposals, and voting results were confirmed to comply with relevant laws and regulations, ensuring the legality and validity of the resolutions passed [5]

Core Viewpoint - The company held its 35th meeting of the second board of directors, where several important resolutions regarding the revision of various committee rules and management methods were passed unanimously. Group 1: Board Meeting Details - The board meeting was convened on August 8, 2025, with all 8 directors present, following the resignation of a board member [1]. - The meeting was conducted in compliance with the relevant laws and company regulations [1]. Group 2: Resolutions Passed - The board approved the revision of the "Audit and Risk Committee Meeting Rules," with a unanimous vote of 8 in favor [2]. - The board approved the revision of the "Nomination Committee Meeting Rules," also with a unanimous vote of 8 in favor [2]. - The board approved the revision of the "Compensation and Assessment Committee Meeting Rules," with a unanimous vote of 8 in favor [2]. - The board approved the revision of the "Strategic and Investment Committee Meeting Rules," with a unanimous vote of 8 in favor [3]. - The board approved the revision of the "Chairman's Decision-Making Special Meeting Rules," with a unanimous vote of 8 in favor [3]. - The board approved the revision of the "Insider Information Knowledge Person Registration Management Measures," with a unanimous vote of 8 in favor [3]. - The board approved the revision of the "Major Internal Reporting Management Measures," with a unanimous vote of 8 in favor [4]. - The board approved the revision of the "Information Disclosure Management Measures," with a unanimous vote of 8 in favor [4]. - The board approved the revision of the "Independent Director Annual Report Work System," with a unanimous vote of 8 in favor [4]. - The board approved the revision of the "Accountability System for Major Errors in Annual Report Information Disclosure," with a unanimous vote of 8 in favor [5]. - The board approved the revision of the "Safety Production Management Regulations," with a unanimous vote of 8 in favor [5].

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].

Group 1 - As of July 29, 2025, Hubei Energy's stock price is 4.63 yuan, down 0.01 yuan from the previous trading day, with a decline of 0.22% [1] - The trading volume on that day was 152,122 hands, with a transaction amount of 0.70 billion yuan [1] - Hubei Energy is a comprehensive energy enterprise owned by Hubei Province, involved in multiple energy sectors including electricity, coal, and natural gas [1] Group 2 - The company will disclose its 2025 semi-annual report on August 29, 2025, which will include key information such as the number of shareholders as of June 30, 2025 [1] - On July 29, 2025, the net outflow of main funds for Hubei Energy was 7.038 million yuan, accounting for 0.02% of the circulating market value [1]

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]

Core Viewpoint - Guangju Energy (000096.SZ) is experiencing a significant decline in net profit for the first half of 2025, with a forecasted profit of only 9 million yuan, representing a 59.81% decrease compared to the same period last year [2][4]. Financial Performance - The company's net profit attributable to shareholders is approximately 9 million yuan, down from 22.39 million yuan in the same period last year, marking a decline of about 59.81% [4]. - The net profit after deducting non-recurring gains and losses is approximately 1.6 million yuan, a staggering drop of 93.40% year-on-year from 24.25 million yuan [4]. - Basic earnings per share are estimated at 0.02 yuan, down from 0.04 yuan per share in the previous year [4]. Business Operations - Guangju Energy's main business, which includes wholesale and retail of refined oil, is facing intensified competition, leading to a sharp decline in performance [5]. - In Q2, the company reported a single-quarter loss of approximately 5.49 million yuan, following a net profit of 14.5 million yuan in Q1, indicating a drastic drop in performance [5]. - Revenue from the refined oil business decreased by 18.64% year-on-year to 1.507 billion yuan, accounting for 76.5% of total revenue, while revenue from chemical trade fell by 37.49% to 393 million yuan, making up 21.92% of total revenue [5]. Challenges and Strategic Moves - The company attributes its performance decline to reduced demand for industrial oil and transportation, increased penetration of new and alternative energy sources, and shrinking price margins in the refined oil sector [5]. - Guangju Energy is attempting to transform its business model through cross-industry acquisitions, but faced opposition from two board members regarding a proposed acquisition of a loss-making company [7][8]. - The board members expressed concerns about the uncertainty of turning around the acquired company, which has reported cumulative losses exceeding 72 million yuan over the past three years [7][8].

Group 1 - The core point of the announcement is that a major shareholder, Tianjin Datong Investment Group Co., Ltd. (Datong Group), has had 16,093,618 shares judicially auctioned, which represents 41.55% of its total holdings and a significant portion of the company's total equity [1][2] - The auctioned shares will not lead to a change in the actual control of the company, nor will it adversely affect the company's normal production and operations [1][3] - The auction results indicate that Datong Group's shareholding will decrease from 38,732,528 shares (10.80% of total equity) to 22,638,910 shares (6.31% of total equity) following the auction [3] Group 2 - The auction was conducted on the JD Network Judicial Auction platform, and the successful bidder must comply with the auction terms and pay the remaining amount as per the auction confirmation [2] - As of the announcement date, there are no other shares of Datong Group known to be subject to judicial auction or sale [3] - The company will continue to monitor the situation and fulfill its information disclosure obligations as required by relevant laws and regulations [3]