Core Viewpoint - The company, Baotailong New Materials Co., Ltd., has announced the cancellation of its supervisory board and the revision of its articles of association and governance systems to enhance its corporate governance structure and operational compliance [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer establish a supervisory board, and the powers previously held by the supervisory board will be transferred to the audit committee of the board of directors [2][4]. - Relevant internal regulations related to the supervisory board will be abolished [2]. Group 2: Revision of Articles of Association - The articles of association will be revised to better protect the rights of the company, shareholders, employees, and creditors [2][4]. - New provisions will clarify the responsibilities of the legal representative of the company and the consequences of their actions [5][6]. Group 3: Shareholder Rights and Responsibilities - Shareholders will have the right to sue the company, its directors, and senior management under the revised articles of association [6][7]. - The company will not provide financial assistance for the acquisition of its shares, except under specific conditions approved by the board [7][8]. Group 4: Capital Increase and Share Repurchase - The company can increase its capital through various methods, including private placements and stock dividends, as approved by the shareholders [8][9]. - The company is allowed to repurchase its shares under certain conditions, which require shareholder approval [10][11]. Group 5: Governance and Compliance - The company emphasizes the importance of compliance with laws and regulations in its operations and governance practices [12][13]. - The revised articles will enhance the accountability of directors and senior management, ensuring they act in the best interests of the company and its shareholders [14][15].

Core Points - The document outlines the management system for the resignation of directors and senior management personnel at Baotailong New Materials Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2]. Group 1: General Principles - The resignation management system applies to all directors and senior management personnel, covering various resignation scenarios such as term expiration, voluntary resignation, and dismissal [2][3]. - The management of resignations should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [2][3]. Group 2: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which must include the reason for resignation [3][4]. - The resignation of directors becomes effective upon the delivery of the resignation report, except in cases where it would result in a violation of minimum board member requirements [3][4]. - The company must disclose the resignation details within two trading days, including reasons and impacts, especially for independent directors [4][5]. Group 3: Responsibilities and Obligations - Resigning directors and senior management must hand over all relevant documents and assets to the board upon resignation [7][8]. - Responsibilities incurred during their tenure do not cease upon resignation, and the company retains the right to pursue accountability for any breaches of commitment or harm to the company’s interests [7][8]. Group 4: Shareholding Management - Directors and senior management are prohibited from transferring their shares within six months post-resignation [9]. - There are restrictions on the percentage of shares that can be sold during their term and within six months after, ensuring compliance with legal regulations [9][10]. Group 5: Miscellaneous - The system will be implemented upon approval by the board and will be interpreted by the board as well [10].

经中国证券监督管理委员会《关于核准宝泰隆新材料股份有限公 司非公开发行股票的批复》（证监许可[2021]3705 号）核准，宝泰隆 新材料股份有限公司（以下简称"公司"）以非公开发行股票方式发行 人民币普通股（A 股）310,857,142 股，每股面值人民币 1.00 元，发 行价格为人民币 3.98 元/股，募集资金总额为人民币 1,237,211,425.16 元，扣除各项发行费用（不含增值税）共计人民币 22,351,510.06 元 后，募集资金净额为人民币 1,214,859,915.10 元，中审亚太会计师事 务所（特殊普通合伙）对本次非公开发行募集资金到位情况进行了审 验，并于 2022 年 2 月 28 日出具了中审亚太验字【2022】000009 号验资报告。 股票代码：601011 股票简称：宝泰隆 编号：临2025-041号 宝泰隆新材料股份有限公司 关于2025年半年度募集资金存放与实际使用 情况的专项报告 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。 一、募集资金基本情况 公司会计部门对募集资金 ...

Core Viewpoint - The company, Baotailong New Materials Co., Ltd., reported significant declines in revenue and production across its main product lines for the first half of 2025 compared to the same period in 2024, indicating substantial operational challenges [1][2]. Group 1: Main Operating Data - The total operating revenue for the company in the first half of 2025 was approximately 1.37 million yuan, a decrease of 99.76% from 574.45 million yuan in the same period of 2024 [1]. - The operating cost for the same period was about 1.42 million yuan, down 99.80% from 698.45 million yuan year-on-year [1]. - The production volume of coke was zero tons, representing a 100% decrease from 318,721 tons in the first half of 2024 [1]. - The sales volume of coke was 1,286.81 tons, a decline of 99.59% from 311,970.89 tons in the previous year [1]. - The inventory of coke decreased by 86.35% to 3,006.51 tons from 22,025.60 tons [1]. Group 2: Coal and Chemical Industry Performance - In the coal and coke sector, the operating revenue increased by 278.58% to approximately 80.68 million yuan, while the operating cost rose by 169.91% to about 66.39 million yuan [1]. - The production of coal was reported at 559,781 tons, with a sales volume of 220,927.10 tons [1]. - The operating revenue for the coal sector was approximately 81.78 million yuan, a significant increase of 1,821.08% from 4.26 million yuan [1]. Group 3: Price Changes and Procurement - The price of coke (including coke powder and particles) decreased by 42.12% compared to the previous year [2]. - The price of coal tar increased by 2.32%, while methanol prices rose by 5.64% [2]. - The procurement of raw coal was 559,781 tons from self-production and 169.74 tons from external purchases [2].

Core Points - The document outlines the Independent Director Work System of Baotailong New Materials Co., Ltd, aiming to regulate the behavior of independent directors and enhance corporate governance [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The system emphasizes the importance of independent directors in protecting the interests of minority shareholders and maintaining overall corporate integrity [2][3] Summary by Sections General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Independent directors must fulfill their duties independently and are not influenced by the company or its major shareholders [1][2] Qualifications and Appointment - Independent directors must maintain independence and cannot hold significant shares or positions in the company or its major shareholders [5][6] - The board must include at least one accounting professional among the independent directors [2][4] - Independent directors can serve on the boards of a maximum of three domestic listed companies [6][7] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [15][16] - They have the authority to independently hire external consultants for audits or investigations [16][17] - Independent directors must attend board meetings and provide clear opinions on agenda items [18][19] Performance Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit reports to the board [3][4] - The board must evaluate the independence of serving independent directors annually and disclose the results [4][5] Communication and Reporting - The company must establish effective communication mechanisms between independent directors and minority shareholders [14][15] - Independent directors are required to submit annual reports detailing their activities and contributions [30][31] Support and Resources - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their responsibilities [32][33] - Independent directors should have equal access to information as other board members [33][34] Legal and Regulatory Compliance - The document outlines the supervisory role of the China Securities Regulatory Commission and the Shanghai Stock Exchange over independent directors [39][40] - Violations of the regulations may result in penalties or administrative actions by regulatory bodies [41][42]

General Principles - The rules are established to regulate the behavior of the company and ensure that the shareholders' meeting exercises its powers according to the law and the company's articles of association [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [1][2] Shareholder Meeting Convening - The board of directors is responsible for convening the shareholder meeting within the specified timeframe [7] - Independent directors can propose to convene an extraordinary shareholder meeting, and the board must respond within ten days [8][9] - Shareholders holding more than 10% of the company's shares can request the board to convene an extraordinary meeting, and the board must respond within ten days [10][11] Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and comply with legal and regulatory requirements [14] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [15] - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [16] Meeting Conduct - The shareholder meeting must be held at the company's registered address or a designated location [21] - Shareholders can attend in person or through proxies, and each share carries one voting right [24] - The meeting must be presided over by the chairman or a designated director if the chairman is unavailable [28] Voting and Resolutions - Shareholders must express their opinions on proposals as agree, disagree, or abstain [37] - Voting results must be announced at the meeting, and resolutions must be disclosed promptly [40][41] - The company must implement resolutions regarding dividends or capital increases within two months after the meeting [45] Regulatory Measures - If the company fails to convene a meeting without justification, the stock exchange may suspend trading of its shares [48] - Non-compliance with legal and regulatory requirements may result in penalties from the regulatory authorities [49][50]

Core Points - The document outlines the rules for the board of directors of Baotailong New Materials Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2] - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with a term of three years for directors [1][2] - The board can establish specialized committees such as audit, nomination, and remuneration committees, with independent directors holding a majority in certain committees [1][2] Group 1 - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2][3] - Proposals for regular meetings must be formed after consulting all directors, and independent directors' approval is required for certain matters [4][5] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or directors [5][6] Group 2 - Meeting notifications must be sent out in advance, with specific time frames for regular and temporary meetings [8][9] - The board meeting requires the presence of more than half of the directors to be valid, and the chairman is responsible for convening and presiding over the meetings [6][7] - Directors are expected to attend meetings in person, and if unable to do so, they must provide written authorization for another director to attend on their behalf [7][8] Group 3 - Voting on proposals occurs after thorough discussion, with each director having one vote, and the results must be announced promptly [10][11] - Decisions require a majority vote from the directors present, and specific rules apply for conflicts of interest [12][13] - The board must maintain records of meetings, including minutes and resolutions, which are to be preserved for at least ten years [15][16]

General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company in March 2008 and is registered in Qitaihe City, Heilongjiang Province [2][3] - The registered capital of the company is RMB 1,915,664,539 [2][3] Business Objectives and Scope - The company's business objectives include energy conservation, environmental protection, and the development of new materials and new energy products [4] - The company is involved in various business activities, including coal mining, chemical production, and real estate development [4] Shares - The company's shares are issued in the form of stocks, with a total share capital of 1,915,664,539 shares, all of which are ordinary shares [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders [5][6] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of the company's operations [9][11] - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [19][20] Board of Directors and Management - The company has a board of directors responsible for major decisions, including the election of directors and approval of financial reports [16][17] - The board must ensure compliance with laws and regulations, and shareholders can request legal action against directors for violations [14][15] Financial Accounting and Auditing - The company must establish a financial accounting system and conduct internal audits [7] - The appointment of external auditors must be approved by the shareholders [7] Amendments to the Articles of Association - The articles of association can be amended through a special resolution passed by the shareholders [22][23] Miscellaneous Provisions - The company must comply with the regulations set forth by the Communist Party of China and provide necessary conditions for party activities [3]

Core Viewpoint - The document outlines the information disclosure management system for Baotailong New Materials Co., Ltd., emphasizing the importance of timely and accurate reporting of significant information from subsidiaries and branches to protect investor interests [1][2]. Group 1: General Principles - The system is established to enhance the management of information disclosure for subsidiaries and branches, ensuring compliance with relevant laws and regulations [1][2]. - Subsidiaries are defined as entities engaged in business activities outside the company's registered location, lacking independent legal status [1]. Group 2: Major Information Management - The company is responsible for managing significant matters related to subsidiaries and branches, ensuring adherence to internal control systems [2]. - Key personnel, including heads of subsidiaries and branches, are obligated to report significant information to the board of directors [2]. Group 3: Scope of Major Information - Subsidiaries and branches must provide information that could significantly impact the company's stock and derivatives trading prices [3]. - Information must be truthful, timely, accurate, and complete, with written documentation required [3][4]. Group 4: Reporting Standards - Specific major events that require reporting include board meetings, significant transactions, and any events that may pose substantial risks to the company [6][7]. - Transactions involving significant amounts or changes in company structure must be reported promptly [9][10]. Group 5: Documentation Requirements - When reporting major matters, subsidiaries must submit relevant documents, including agreements, board resolutions, and financial reports [12][13]. - The reporting process includes a detailed checklist to ensure all necessary information is provided [14].

Core Points - The internal reporting system for significant information at Baotailong New Materials Co., Ltd. aims to ensure timely, accurate, and comprehensive disclosure of information that may significantly impact the trading price of the company's stocks and derivatives [1][2][3] - The system applies to directors, senior management, and various departments within the company, as well as subsidiaries where the company holds more than 50% control [1][2] Group 1: General Provisions - The internal reporting system is established to facilitate the rapid transmission, collection, and effective management of significant information within the company [1] - Obligated personnel must report significant information to the company's chairman, management team, and board secretary promptly [2] - Confidentiality obligations are imposed on personnel who become aware of significant information before it is publicly disclosed [2][3] Group 2: Scope of Significant Information - Significant information includes matters to be submitted to the board or audit committee, decisions made by subsidiary boards, and independent directors' statements [3][4] - Major transactions such as asset purchases or sales, external investments, and significant financial support must be reported [3][4] - Events that may pose significant risks to the company, such as major losses or debts, must also be reported [4][5] Group 3: Reporting Procedures - Departments and subsidiaries must report significant information at various stages, including when a matter is proposed for board review or when negotiations are underway [6][7] - The board secretary is responsible for compiling and analyzing reported information to determine if disclosure obligations are triggered [9][10] - The company must ensure that all relevant information is accurately and timely reported to the board and disclosed as required by regulations [9][10]