Chapter 1 General Principles
Article 1
To strengthen the management of subsidiaries by Shaanxi Meinuo Clean Energy Group Co., Ltd. (hereinafter referred to as "the Company"), ensure that subsidiaries operate in a standardized, efficient, and orderly manner, improve the overall asset operation quality of the Company, and maintain the Company's image and investor interests, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Shenzhen Stock Exchange Listing Rules, and relevant provisions of the Articles of Association, combined with the actual situation of the Company.
Article 2
The term "subsidiary" in this system refers to companies that are included in the Company's consolidated financial statements and are controlled or effectively controlled by the Company, including: (1) wholly-owned subsidiaries: companies in which the Company holds 100% of the equity; (2) holding subsidiaries: companies in which the Company holds more than 50% of the equity, or holds less than 50% but can determine the composition of more than half of the board of directors, or can effectively control through agreements or other arrangements.
Article 3
The Company enjoys shareholder rights such as asset income, major decision-making, selection of managers, and disposal of shares in subsidiaries according to its shareholding, and has obligations to guide, supervise, and serve the subsidiaries.
Article 4
Strengthening the management of subsidiaries aims to establish effective control mechanisms for the Company's organization, resources, assets, investments, and operations to control risks and improve overall operational efficiency and risk resistance.
Article 5
Subsidiaries shall ensure the implementation and execution of this system, establish management systems for their subordinate subsidiaries in accordance with the requirements of this system, and accept the Company's supervision. Relevant functional departments of the Company shall timely and effectively manage, guide, and supervise subsidiaries in accordance with this system and related internal control systems.
Chapter 2 Organizational Management
Article 6
The Company shall participate in establishing the governance structure of subsidiaries in accordance with the law, determine the main provisions of the subsidiary's articles of association, and establish a shareholders' meeting, board of directors (or executive director), and supervisory board (or supervisor) as needed based on the actual situation of the subsidiary.
Article 7
The Company shall appoint or recommend directors, supervisors, senior management personnel, and other management personnel (collectively referred to as "Company-appointed personnel") to subsidiaries in accordance with the provisions of the subsidiary's articles of association.
Article 8
Candidates for directors, supervisors, and senior management personnel of subsidiaries must meet the requirements stipulated in the Company Law, the articles of association of the Company, and the articles of association of each subsidiary regarding the qualifications for directors, supervisors, and senior management personnel. Those who fall under any of the circumstances specified in Article 146 of the Company Law shall not serve as directors, supervisors, or senior management personnel of the subsidiary.