法律意见 北京德恒律师事务所 关于北汽蓝谷新能源科技股份有限公司 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于北汽蓝谷新能源科技股份有限公司 北京德恒律师事务所 关于北汽蓝谷新能源科技股份有限公司 法律意见 德恒 01G20250023-03 号 致：北汽蓝谷新能源科技股份有限公司 北汽蓝谷新能源科技股份有限公司（以下简称"公司"）2025 年第二次临 时股东大会（以下简称"本次会议"）于 2025 年 9 月 5 日（星期五）召开。北 京德恒律师事务所（以下简称"德恒"）受公司委托，指派吴莲花律师、赵亮亮 律师（以下简称"德恒律师"），根据《中华人民共和国证券法》 （以下简称"《证 券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、中国证 券监督管理委员会《上市公司股东会规则》（以下简称"《股东会规则》"）、 《北汽蓝谷新能源科技股份有限公司章程》（以下简称"《公司章程》"）的规 定，就本次会议的召集、召开程序、现场出席会议人员资格、表决程序等相关事 项进行见证，并发表法律意 ...

证券代码：600733 证券简称：北汽蓝谷 公告编号：临 2025-061 北汽蓝谷新能源科技股份有限公司 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： ? 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 5 日 (五)公司董事和董事会秘书的出席情况 二、议案审议情况 (一)非累积投票议案 审议结果：通过 表决情况： | 股东 | 同意 | | | 反对 | | 弃权 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 类型 | 票数 | | 比例（%） | 票数 | 比例（%） | 票数 | | 比例 | | （%） | | | | | | | | | | A股 | 2,527,594,424 | 99.6081 | 8,703,446 | 0.3429 | 1,240,700 0.0490 | | | | | 审议结果：通过 | | | | | | | | | | 表决情况： | ...

Core Viewpoint - The company has established a comprehensive remuneration management system for its directors and senior management, emphasizing sustainable development, transparency, and performance-based compensation [1][2][3] Group 1: Remuneration Principles - The remuneration system aims to enhance asset value, ensure continuous company performance growth, and maximize shareholder value [1] - The principles include aligning remuneration with long-term company interests, risk-sharing, and ensuring transparency and fairness in the reward system [2][3] - The remuneration consists of basic salary, performance-based pay, and reward compensation, based on responsibility, performance, and contribution [2] Group 2: Management Structure - The Remuneration and Assessment Committee is responsible for evaluating directors and senior management and proposing remuneration plans [2] - The committee's duties include reviewing performance, proposing remuneration adjustments, and overseeing the execution of the remuneration system [2][3] Group 3: Director Remuneration - Directors performing specific management roles receive remuneration based on their positions, while non-executive directors do not receive any remuneration [3] - Independent directors receive allowances, with specific standards set by the Remuneration Committee and approved by the shareholders' meeting [3] Group 4: Senior Management Remuneration - Senior management remuneration is structured as an annual salary, comprising basic salary, performance pay, and reward pay [4] - Performance pay is determined based on overall company performance and individual achievements during the assessment period, which runs from January 1 to December 31 each year [4] - The company has provisions for reward pay for outstanding annual performance, such as exceeding profit targets or significant contributions [4] Group 5: Other Provisions - Adjustments to senior management remuneration may occur in response to significant changes in the company's operating environment or performance [5] - The company retains the right to withhold or adjust performance pay based on serious violations of company policies or laws by senior management [5][6] - The remuneration management system will take effect upon approval by the shareholders' meeting and will supersede any previous inconsistent regulations [6]

Core Viewpoint - The company has established a comprehensive framework for external guarantees to protect investors' rights and mitigate risks associated with such guarantees, in compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The company aims to safeguard investors' rights and regulate external guarantee behaviors to prevent and reduce risks [1]. - The external guarantees include guarantees, asset pledges, and other forms provided by the company and its subsidiaries [2]. - The total amount of external guarantees includes those provided to controlling subsidiaries and is subject to board or shareholder approval [2][3]. Group 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, such as mutual guarantee needs or significant business relationships [3]. - Necessary measures must be taken to verify the credit status of the guaranteed party before providing guarantees [3][4]. Group 3: Approval Procedures and Authority - External guarantees must be approved by the board of directors, with certain guarantees requiring shareholder approval if they exceed specified thresholds [4][5]. - The board of directors has the authority to approve guarantees within the limits set by the company's articles of association [5][6]. Group 4: Risk Management - The financial management department is responsible for the management of guarantee contracts, including approval, registration, and cancellation [10][11]. - Continuous monitoring of the guaranteed party's financial status is required, and any significant changes must be reported to the board [11][12]. Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees in accordance with relevant regulations [13][14]. - All departments involved in guarantee matters are responsible for timely reporting to the board secretary [14]. Group 6: Accountability and Penalties - The company must take corrective actions for any violations related to guarantees and hold responsible parties accountable [15][16]. - Directors and senior management are required to exercise caution and control over the risks associated with external guarantees [15][16].

Core Viewpoint - The company has established a comprehensive framework for external investment activities to enhance internal control, mitigate risks, and improve investment efficiency [1][2]. Investment Principles - All external investments must comply with national laws and regulations, align with the company's long-term development strategy, and aim for sustainable growth with expected returns [2][5]. - External investments are primarily managed by the company's headquarters, with subsidiaries requiring prior approval for their investment activities [2][5]. Decision-Making Structure - The company's investment decision-making bodies include the shareholders' meeting, board of directors, and the manager's office, each operating within their respective authority [8][9]. - The manager is responsible for organizing, implementing, and monitoring investment projects, reporting to the board of directors [9][10]. Approval Process - Investment decisions must be approved by the manager's office for projects not exceeding specific thresholds, while larger investments require board and shareholder approval [11][12]. - The company must disclose financial reports and evaluations for significant investments, ensuring transparency and compliance with regulatory standards [13][14]. Risk Management - The company emphasizes risk management and the safety of fund operations in its investment activities [6][7]. - Investment management departments are tasked with daily oversight of projects, ensuring timely reporting of any irregularities [20][21]. Information Disclosure - The company is obligated to disclose investment activities in accordance with relevant laws and regulations, ensuring transparency to stakeholders [27][28]. Implementation and Amendments - The investment guidelines will take effect upon approval by the shareholders' meeting and will be subject to future amendments as necessary [30][31].

Core Points - The article outlines the establishment and governance of the independent director system at BAIC Blue Valley New Energy Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director System - The independent director system is established in accordance with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][3] - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [1][2] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3] Group 2: Qualifications and Responsibilities - Independent directors must meet specific independence criteria, including not being related to major shareholders or having significant business dealings with the company [4][5] - They are required to have at least five years of relevant experience and must possess basic knowledge of corporate operations and relevant laws [5][6] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [27][28] Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be elected by the shareholders' meeting [17][18] - The company must disclose relevant information about independent director candidates before the election [19][20] - Independent directors serve the same term as other board members, with a maximum continuous term of six years [22][23] Group 4: Performance and Reporting - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [23][24] - They are required to submit an annual report detailing their performance and participation in board activities [36][37] - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [38][39]

Core Points - The article outlines the management of related party transactions for Beijing Automotive Blue Valley New Energy Technology Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The company aims to standardize the management of related party transactions to protect the interests of all shareholders and ensure compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1][2] - Related party transactions must adhere to principles of honesty, benefit to company development, fairness, voluntary nature, and avoidance of conflicts of interest in voting [4][5] Group 2: Definition and Types of Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties, including both daily and non-daily transactions [3][5] - Daily related party transactions include purchasing raw materials, selling products, providing or receiving services, and other transactions related to daily operations [5] - Non-daily related party transactions encompass asset purchases or sales, external investments, financial assistance, guarantees, and other significant transactions outside of daily operations [5][8] Group 3: Reporting and Approval Procedures - Company directors, senior management, and shareholders holding more than 5% of shares must report related party relationships and transactions to the board of directors [6][13] - Daily related party transactions exceeding certain thresholds must be submitted for board or shareholder approval and disclosed accordingly [9][10] - Non-daily related party transactions that meet specified financial thresholds require approval from independent directors and must be disclosed to shareholders [13][14] Group 4: Management Responsibilities - The financial management department is responsible for managing daily related party transactions, while the capital operation department oversees non-daily transactions [20][21] - The legal compliance department reviews related party contracts to mitigate legal risks [21] - The board of directors must ensure that related directors abstain from voting on transactions to maintain objectivity [30][31] Group 5: Pricing and Fairness - Related party transactions must be conducted at fair market prices, and any significant changes in transaction terms require re-approval [26][27] - Independent directors can seek external financial advice to assess the fairness of transaction pricing [28]

Core Points - The article outlines the governance structure and decision-making processes of Beijing Automotive Blue Valley New Energy Technology Co., Ltd. [1][2][3] - The board of directors is responsible for major company decisions and must consider the opinions of the company's party committee [1][2] - The board consists of 9 directors, including a chairman and independent directors, with specific roles and responsibilities defined [2][3] Governance Structure - The board of directors is composed of 9 members, including 1 chairman and at least 1/3 independent directors [2] - Directors are elected for a term of 3 years, with provisions for re-election [2] - The board has established specialized committees, including an audit committee, which must have a majority of independent directors [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [3][4] - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [5][6] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [18][24] Voting and Decision-Making - Decisions require a majority vote from the board, with specific rules for handling conflicts of interest [24][27] - Directors must personally attend meetings or delegate their voting rights under defined conditions [19][20] - Meeting records must be accurately maintained, reflecting the discussions and decisions made [34][35] Compliance and Accountability - The board is accountable for its decisions, and directors may face liability for decisions that violate laws or company regulations [37] - The company must publicly announce board resolutions in accordance with relevant regulations [39]

Core Points - The company has established rules to regulate the behavior of Beijing Automotive Blue Valley New Energy Technology Co., Ltd. to ensure that shareholders can exercise their rights in accordance with the law [1][2][3] - The rules outline the procedures for convening, proposing, notifying, and holding shareholder meetings, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: Shareholder Meeting Regulations - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be convened under specific circumstances [5][6] - The board of directors is responsible for organizing the shareholder meetings and must ensure that they are conducted in a timely and lawful manner [5][6][7] - Shareholders holding more than 10% of the company's shares can request a temporary meeting, and the board must respond within ten days [7][8] Group 2: Proposal and Notification Procedures - Proposals for shareholder meetings must fall within the scope of the meeting's authority and be submitted in writing at least ten days prior to the meeting [16][17] - The company must provide detailed notifications to shareholders, including meeting time, location, agenda, and voting procedures [19][20] - The notification must also disclose any necessary materials for shareholders to make informed decisions regarding the proposals [19][20] Group 3: Voting and Decision-Making - Shareholder meetings can adopt ordinary or special resolutions, with different voting thresholds required for each type [36][38] - The company must ensure that all shareholders have the right to vote and that their votes are counted accurately [39][40] - In cases of related party transactions, shareholders with a conflict of interest must abstain from voting [40][41] Group 4: Execution and Disclosure of Resolutions - The board of directors is responsible for executing the resolutions passed at shareholder meetings and must report on the execution status at the next meeting [59][60] - Resolutions must be disclosed promptly, including details on the number of shareholders present and the voting results [52][53] - The company must comply with legal requirements for information disclosure and ensure that all resolutions are executed in accordance with the law [58][66]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [2] - The company was established as a joint-stock company in Chengdu, Sichuan Province, approved by the local government [2] - The company was registered on October 6, 1992, with a unified social credit code [2] Company Structure - The registered capital of the company is RMB 5,573,503,169 [3] - The company is a permanent joint-stock company, with the chairman acting as the legal representative [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4] Business Objectives and Scope - The company's business objective is to be market and customer-oriented, focusing on innovation, technology, and environmental protection [5] - The business scope includes research, design, sales of automobiles and parts, technical services, advertising, and import/export activities [5] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [6] - The total number of shares is 5,573,503,169, all of which are ordinary shares [6][7] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects and distributing bonus shares [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer their shares [12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [20][21] - Shareholder meetings require a quorum and must follow legal and procedural requirements for decision-making [81][82] Board of Directors - The board of directors is responsible for managing the company and must report to the shareholders [47] - Directors are elected by shareholders and are accountable for their actions [47][48] Auditing and Compliance - The company must maintain transparency and comply with auditing requirements, ensuring that financial activities are reported accurately [19] - Shareholders can request legal action against directors or management for violations of laws or the company's articles of association [14][15]