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]

宝泰隆新材料股份有限公司 外部信息报送和使用管理制度 宝泰隆新材料股份有限公司 外部信息报送和使用管理制度 二 O 二五年八月 宝泰隆新材料股份有限公司 外部信息报送和使用管理制度 第一条 为加强宝泰隆新材料股份有限公司（以下简称"本公司"或"公司"） 定期报告、临时报告及重大事项在编制、审议和披露期间的公司外部信息使用人 管理，规范公司对外报送相关信息及外部信息使用人使用本公司信息的相关行 为，确保公平信息披露，杜绝泄露内幕信息、内幕交易等违法违规行为，根据《中 华人民共和国公司法》、《中华人民共和国证券法》、《上市公司信息披露管理办 法》、 《上海证券交易所股票上市规则》等相关法律、法规和《公司章程》、 《公司 第二条 本制度的适用范围包括本公司及下设的各部门和分支机构，全资或 控股子公司，公司的董事、高级管理人员及其他相关人员，公司对外报送信息涉 及的外部单位和个人。 第三条 本制度所指信息指所有对公司股票及其衍生品种交易价格可能产 生影响的信息，包括但不限于定期报告、临时报告、财务数据、统计数据及正在 策划、需报批的重大事项等。 第四条 公司的董事、高级管理人员及其他相关人员应当遵循信息披露相关 法律 ...

宝泰隆新材料股份有限公司 独立董事年报工作制度 宝泰隆新材料股份有限公司 独立董事年报工作制度 二 O 二五年八月 宝泰隆新材料股份有限公司 独立董事年报工作制度 第一条 为进一步完善宝泰隆新材料股份有限公司（以下简称"公司"）的 治理结构，加强内部控制建设，明确独立董事的职责，充分发挥独立董事在年 报信息披露工作中的作用，保障全体股东特别是中小股东的合法权益不受损害， 根据《中华人民共和国公司法》 第八条 独立董事发现公司或者公司董事、高级管理人员存在涉嫌违法违 规行为时，应当要求相关方立即纠正或者停止，并及时向董事会、上交所以及 其他相关监管机构报告。 第九条 独立董事应当关注年度报告董事会审议事项的决策程序，包括相 关事项的提议程序、决策权限、表决程序、回避事宜、议案材料的完备性和提 宝泰隆新材料股份有限公司 独立董事年报工作制度 、《中华人民共和国证券法》、中国证券监督管理 委员会颁布的《上市公司独立董事制度管理办法》等相关法律法规及《公司章 程》、《公司独立董事工作制度》和《公司信息披露管理办法》的有关规定，结 合公司年度报告编制和披露工作的实际情况，制定本工作制度。 第二条 独立董事应在公司年报编 ...

宝泰隆新材料股份有限公司 内幕信息知情人登记制度 宝泰隆新材料股份有限公司 内幕信息知情人登记制度 二 O 二五年八月 宝泰隆新材料股份有限公司 内幕信息知情人登记制度 第一条 为进一步规范宝泰隆新材料股份有限公司（以下简称"公司"） 的 内幕信息管理，做好内幕信息保密工作，有效防范和打击内幕交易等证券违法违 规行为，根据《中华人民共和国公司法》、《中华人民共和国证券法》、中国证监 会颁布的《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制 度》、 《上海证券交易所股票上市规则》等有关法律、法规及《公司章程》的有关 规定，制定本制度。 第二条 公司董事会是内幕信息的管理机构。公司董事会应当保证内幕信息 知情人档案真实、准确和完整，董事长为主要责任人，董事会秘书负责办理公司 内幕信息知情人的登记入档和报送事宜。董事长与董事会秘书应当对内幕信息知 情人档案的真实、准确和完整签署书页确认意见。 公司审计委员会应当对本制度实施情况进行监督。 第三条 公司内幕信息依法披露前，未经董事会批准同意或授权，内幕信息 知情人员不得擅自以任何形式对外泄露、报道、报送，不得利用内幕信息为本人、 亲属或他人谋利。 对外 ...