Core Viewpoint - Guangxi Huadian Comprehensive Energy Service Co., Ltd. has been established with a registered capital of 201 million yuan, focusing on various energy services [1] Company Summary - The new company is wholly owned by Huadian International (600027) [1] - The business scope includes heat production and supply, cooling services, information technology consulting, and energy storage technology services [1]

Transaction Overview - Ningbo Energy Group Co., Ltd. will acquire 35% equity of Ningbo Yongneng Comprehensive Energy Service Co., Ltd. from Ningbo Meike Carbon Dioxide Heat Pump Technology Co., Ltd. for 7.8013 million yuan plus transitional profit and loss allocation [2][6] - The company will also acquire 6% equity from Ningbo Guotong Project Management Consulting Co., Ltd. for 1.3374 million yuan plus transitional profit and loss allocation [2][6] - After the completion of these acquisitions, Ningbo Energy will hold 100% equity of Yongneng Comprehensive Energy Service Co., Ltd., and the scope of the company's consolidated financial statements will remain unchanged [2][6] Transaction Details - The board of directors approved the acquisition on August 8, 2025, and the transaction does not require shareholder meeting approval [7][8] - The transaction is not classified as a related party transaction or a major asset restructuring [3][4] Financial Information - The total registered capital of Yongneng Comprehensive Energy Service Co., Ltd. is 41.8 million yuan, with Ningbo Energy contributing 29.5 million yuan [12] - The valuation of Yongneng Comprehensive Energy Service Co., Ltd. was assessed at 34.0894 million yuan, reflecting a decrease of 7.7106 million yuan compared to the paid-in capital [14][21] - The assessment utilized both income and asset-based methods, with the asset-based method deemed more reasonable for reflecting market value [20][22] Impact on Company - The acquisition will enhance the company's control over its subsidiary, improve operational and decision-making efficiency, and reduce management costs [23] - The transaction will not adversely affect the company's financial status or operational performance, as it will be funded by the company's own resources [23][24]

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].

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 第一章 总 则 第一条 为了保证南方电网综合能源股份有限公司（以下简称 "公司"）信息披露的真实、准确、完整，确保公司规范运作，保 护公司股东利益，根据《中华人民共和国公司法》《中华人民共和 国证券法》 《南方电网综合能源股份有限公司章程》 （以下简称"《公 司章程》"）等法律法规和制度的规定，制定本办法。 第五条 上述报告义务人均负有按照本办法规定的时点向公 司报告其职权范围内所知悉的信息披露重大事项的义务，并对所 报告事项及相关资料的真实性、准确性和完整性负责。 第二条 重大事项内部报告制度是指当出现、发生或即将发 生对公司证券及衍生品种交易价格产生重大影响的情形或事件 时，按照本制度规定负有报告义务的单位、部门和人员，应当及 时将相关信息向公司证券事务管理部门、董事会秘书、董事长进 行报告的制度。 第二章 组织机构和职责 第三条 公司证券事务管理部门是重大事项报告工作的归口 管理部门，公司各相关部门在重大事项报告工作中按照本办法的 规定履行相应职责。 第四条 信息披露重大事项报告的责任主体（又称"报告义 务人"）： （一）公司董事、高级管理人员； ...

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 ...