2025 年第三次临时股东大会会议资料 湖南科力远新能源股份有限公司 2025 年第三次临时股东大会会议资料 二〇二五年九月 1 2025 年第三次临时股东大会会议资料 会议文件之一 湖南科力远新能源股份有限公司 2025 年第三次临时股东大会 会 议 议 程 一、会议时间：2025 年 9 月 11 日（星期四）下午 14:00 二、会议地点：深圳市南山区粤海街道科苑南路 3099 号中国储能大厦 41F 会 议室 三、会议议程： （一）介绍来宾和股东出席情况 （二）选举计票人、监票人 （三）审议议案： | 序号 | 议案名称 | 投票股东类型 | | --- | --- | --- | | | | A 股股东 | | 非累积投票议案 | | | | 1 | 关于预计为储能电站项目公司提供担保的议案 | √ | | 2 | 关于修订《公司章程》的议案 | √ | 四、与会股东及股东代理人讨论并审议大会议案 五、对各项议案进行投票表决 六、对投票表决单进行统计 七、监票人宣读表决结果 八、律师宣读法律意见书 九、在形成股东大会决议上签字 十、会议结束 十一、股东及媒体交流 2 2025 年第三次临时股东大会会 ...

Group 1 - The company Keli Yuan announced on August 28 that it has provided guarantees for its subsidiaries, with a total external guarantee amount of approximately 4.736 billion yuan, which includes guarantees that have signed agreements and are still within the guarantee period [1] - The total guarantee amount provided by the company to its controlling subsidiaries is approximately 4.184 billion yuan, representing 172.35% and 152.26% of the company's most recent audited net assets attributable to shareholders, respectively [1]

Core Points - The company announced a guarantee of up to 84 million yuan for its subsidiary Hunan Keba and up to 102 million yuan for Hebei Keli Yuan [1] - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amount to 473.56 million yuan, which includes guarantees that have been signed and are still within the guarantee period [1] - The total guarantees provided to subsidiaries amount to 418.36 million yuan, representing 172.35% of the company's latest audited net assets attributable to the parent [1] Financial Summary - The new guarantees represent a significant increase in the company's total external guarantees [1] - The total external guarantees as a percentage of the company's net assets indicate a high level of leverage [1] - The guarantees provided to subsidiaries also reflect a substantial commitment from the company, amounting to 152.26% of the net assets [1]

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个别及连带责任。 重要内容提示： 被担保人名称： 湖南科霸汽车动力电池有限责任公司（以下简称"湖南科霸"） 河北科力远混合储能技术服务有限公司（以下简称"河北科力远"） 一、担保情况概述 为进一步拓宽融资渠道，获取资金满足业务发展的需要，湖南科力远新能源 股份有限公司(以下简称"公司")拟为下属子公司提供如下担保： 1、湖南科霸拟向中国农业银行股份有限公司浏阳市支行申请办理敞口授信 业务 6,000 万元，公司为其提供连带责任保证担保，最高担保金额为 8,400 万元， 授信品种：中、短期流动资金贷款、无追索权保理等银行业务品种。担保期限为 自主合同项下的借款期限届满之日起三年。 证券代码：600478 证券简称：科力远 公告编号：2025-063 湖南科力远新能源股份有限公司 关于为子公司提供担保的公告 本次担保金额及已实际为其提供的担保余额：公司本次为湖南科霸提供的担 保金额为 8,400 万元，为河北科力远提供的担保金额为 10,200 万元。截至 本公告披露日，公司为湖南科霸提供的担 ...

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on September 11, 2025, at 14:00 in Shenzhen, China [1] - The meeting will utilize both on-site and online voting methods [3] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with specific time slots for voting on the meeting day [1][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4][5] Attendance and Registration - Shareholders registered by the close of trading on September 4, 2025, are eligible to attend the meeting [5] - Registration requires a shareholder account card and personal identification; proxies must present additional documentation [5][6] Agenda and Proposals - The meeting will review proposals that have already been approved by the board of directors [3] - There are no related shareholders that need to abstain from voting on the proposals [3]

证券代码：600478 证券简称：科力远 公告编号：2025-059 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个别及连带责任。 一、董事会会议召开情况 湖南科力远新能源股份有限公司（以下简称"科力远"或"公司"）第八届董事 会第十九次会议于 2025 年 8 月 26 日以通讯方式召开。本次会议通知和材料于 2025 年 8 月 21 日以电子邮件形式发出。会议应出席董事 7 人，实际出席董事 7 人，会议 由董事长张聚东先生召集并主持，本次会议的召集、召开符合《中华人民共和国公 司法》和《公司章程》的有关规定。 二、董事会会议审议情况 经与会董事的认真研究讨论，会议审议并通过了以下议案： 湖南科力远新能源股份有限公司 第八届董事会第十九次会议决议公告 本议案尚需提交股东大会审议。 表决结果：7 票赞成，0 票弃权，0 票反对。 具体内容详见公司同日刊登在上海证券交易所网站（www.sse.com.cn）以及公 司指定披露媒体上的《关于修订 <公司章程> 的公告》。 本议案尚需提交股东大会审议。 表决结果：7 票赞成，0 票弃权， ...

证券代码：600478 证券简称：科力远 公告编号：2025-061 者报酬； 拍卖等难以形成公允价格的除外； 自然人提供产品和服务： （1）公司董事、监事和高级管理人员； （2）直接或者间接地控制公司的法人（或者其他 组织）的董事、监事和高级管理人员； （3）公司董事、监事和高级管理人员的关系密切 的家庭成员。 公司与同一关联人（包括与该关联人受同一主体控 制或相互存在股权控制关系的其他关联人）进行的 交易、与不同关联人进行的相同交易类别下标的相 关的交易，应当按照连续 12 个月累计计算的原则 执行。已经按照规定履行相关义务的，不再纳入相 关的累计计算范围。 （九） 除了本章程第四十三条规定应由股东会审 批以外的对外担保，由董事会审批；董事会决定对 外担保时，除应当取得董事会全体成员过半数通过 外，还应当经出席董事会会议的 2/3 以上董事同 意。 （十）除了本章程第四十四条规定的应由股东会审 批以外的财务资助，由董事会审批；董事会决定财 务资助交易事项时，除应当取得董事会全体成员过 半数通过外，还应当经出席董事会会议的 2/3 以上 董事同意。 湖南科力远新能源股份有限公司 关于修订《公司章程》的公告 ...

Core Viewpoint - The company plans to provide guarantees for financing related to independent energy storage projects, with a total guarantee amount not exceeding 840 million yuan, to support the development of its energy storage business [1][3][9] Summary by Sections Guarantee Overview - The company intends to provide a guarantee for the financing principal and related debts of the project companies at a 50% ratio, with the total guarantee amount expected to be no more than 840 million yuan [1][3][7] - The project companies include Guantao County Xuneng New Energy Technology Co., Ltd. and Ordos City Luanxing New Energy Technology Co., Ltd. [3][5] Financial and Operational Context - As of June 30, 2025, Guantao Xuneng has total assets of 0 million yuan and total liabilities of 0 million yuan, indicating no operational revenue or profit [4][6] - Ordos Luanxing has total assets of approximately 3.4 million yuan and total liabilities of 3.4 million yuan, with a net asset value of 9.11 yuan [6] Project Details - The Guantao County 100MW/400MWh independent energy storage project is being developed by Endrui Technology (Shenzhen) Co., Ltd. and has completed necessary project filings [5] - The Ordos City Gushanliang Xingchen Science and Technology Independent Energy Storage Project has a scale of 300MW/1200MWh and has also completed project filings [7] Board Approval and Strategic Importance - The board of directors approved the guarantee proposal with unanimous support, emphasizing that it aligns with the company's strategic development needs in the energy storage sector [8][9] - The guarantee is seen as essential for ensuring timely funding for the construction of energy storage projects, which will contribute to the company's investment returns and overall business strategy [8][9]

General Provisions - Hunan Corun New Energy Co., Ltd. is established to protect the rights and interests of the company, shareholders, and creditors, in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company was approved by the Hunan Provincial Government and registered with the Hunan Administration for Industry and Commerce, obtaining a business license [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 40 million shares, listed on the Shanghai Stock Exchange on September 18, 2003 [1][3] Company Structure - The registered capital of the company is RMB 1,665,540,916 [2] - The company is a permanent corporation, and its assets are divided into equal shares, with shareholders liable only to the extent of their shares [2][3] - The articles of association serve as a legally binding document for the organization and behavior of the company and its stakeholders [2][3] Business Objectives and Scope - The company's business objective is to promote national development through education and innovation in the new energy materials sector, aiming to revitalize the national industry [2][3] - The approved business scope includes research, development, production, and sales of new materials and new energy, as well as related technical consulting services [3] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [3][4] - All shares of the same type must have equal rights, and the issuance conditions and prices for the same type of shares must be identical [4] Shareholder Rights and Obligations - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares according to the law [10][12] - Shareholders must comply with laws and the company's articles of association, and they are liable for any damages caused by the abuse of their rights [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [15][46] - Shareholder meetings are the authority of the company, making decisions on significant matters such as capital increases, asset sales, and amendments to the articles of association [16][29] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval from attending shareholders [78][79] - The company must ensure that all voting processes are transparent and that the interests of minority shareholders are protected [30][31]

Core Viewpoint - Hunan Keli Yuan New Energy Co., Ltd. has released a revised company charter that details various aspects of the company's organization, shareholder rights, and management practices [1][15]. Company Basic Information - Hunan Keli Yuan New Energy Co., Ltd. was approved by the Hunan Provincial People's Government and listed on the Shanghai Stock Exchange on September 18, 2003. The registered capital is RMB 1,665,540,916 [2]. - The company is located in the Hunan Province, with all assets divided into equal shares, and shareholders are liable for the company only to the extent of their shares [2]. Business Purpose and Scope - The company's mission is to promote national development through education and technology, enhancing the level of the new energy materials industry in China and revitalizing national industry. Its business scope includes research, development, production, and sales of new materials and new energy, as well as related technical consulting services [3]. Share Capital Regulations - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice. The total number of shares is 1,665,540,916, all of which are ordinary shares [4]. Share Issuance and Repurchase - The company can increase capital through public or private share issuance and can also reduce registered capital. Under specific circumstances, the company may repurchase its shares through various methods, including centralized bidding on the stock exchange [5]. Share Transfer Restrictions - Shares can be transferred legally, but the founding shareholders cannot transfer their shares within one year from the company's establishment. Directors, supervisors, and senior management can only transfer up to 25% of their shares annually during their tenure and cannot transfer shares within six months after leaving [6]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, and exercise voting rights, while also being obligated to comply with laws and the company charter [7]. Shareholder Meeting Authority and Convening - The shareholder meeting is the company's authority body, responsible for deciding on business policies and electing directors and supervisors. Annual meetings are held once a year, while temporary meetings are convened within two months under specific circumstances [8]. Shareholder Meeting Proposals and Voting - Proposals can be made by the board of directors, the supervisory board, or shareholders holding 3% or more of the voting shares. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [9]. Board of Directors and Supervisory Board - The board consists of seven directors, including one chairman and one vice-chairman, responsible for convening shareholder meetings and executing resolutions [11]. - The supervisory board comprises three supervisors, with at least one-third being employee representatives, responsible for reviewing regular reports and checking financials [12]. Financial Accounting and Profit Distribution - The company establishes a financial accounting system in accordance with laws and regulations, submitting annual, semi-annual, and quarterly financial reports [13]. - Profit distribution is prioritized in cash, with a minimum of 10% of distributable profits allocated annually or at least 30% of the average annual distributable profits over the last three years [14]. Mergers, Divisions, Dissolution, and Liquidation - The company can merge through absorption or new establishment, and assets are divided accordingly during a division. The company may dissolve for various reasons, requiring the establishment of a liquidation group [15].