申港证券股份有限公司 关于包头天和磁材科技股份有限公司 首次公开发行网下配售限售股上市流通的核查意见 申港证券股份有限公司（以下简称"申港证券"或"保荐人"）作为包头天和磁 材科技股份有限公司（以下简称"天和磁材"或"公司"）首次公开发行股票并在主 板上市的保荐人，根据《证券发行上市保荐业务管理办法》《上海证券交易所股 票上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等 有关规定，对天和磁材首次公开发行网下配售限售股上市流通的事项进行了审 慎核查，具体情况如下： 一、本次限售股上市类型 经中国证券监督管理委员会《关于同意包头天和磁材科技股份有限公司首 次公开发行股票注册的批复》（证监许可〔2024〕1465 号）核准，并经上海证 券交易所同意，包头天和磁材科技股份有限公司向社会公众首次公开发行人民 币普通股（A 股）6,607 万股，并于 2025 年 1 月 3 日在上海证券交易所主板上 市交易。公司首次公开发行股票完成后，总股本为 264,280,000 股，其中有限 售条件流通 199,534,374 股，占公司总股本的 75.50%，无限售条件流通股 64,745,626 股， ...

证券代码：603072 证券简称：天和磁材 公告编号：2025-069 包头天和磁材科技股份有限公司 关于使用部分闲置募集资金进行现金管理到期赎回并继续 进行现金管理的公告 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。 重要内容提示： 一、使用部分闲置募集资金进行现金管理到期赎回的情况 近日，公司使用部分闲置募集资金进行现金管理的产品已到期赎回，本金和收益已 及时归还至募集资金现金管理专户，具体情况如下： 投资产品：银行理财产品。 投资金额：33,500 万元人民币。 已履行的审议程序：公司于 2025 年 2 月 18 日召开了第三届董事会第一次会议、 第三届监事会第一次会议，分别审议通过了《关于使用部分闲置募集资金进行 现金管理的议案》，同意公司在确保募集资金投资计划正常进行和募集资金安全 的前提下，使用最高不超过人民币 50,000 万元（单日最高余额，含本数）的闲 置募集资金进行现金管理。公司监事会对本事项发表了明确同意的意见，保荐 人申港证券股份有限公司对本事项出具了无异议的核查意见，本事项无需提交 股东大会审议。 ...

Overview of the Capital Increase - The company plans to increase the capital of its wholly-owned subsidiary, Baotou Tianhe New Materials Technology Co., Ltd., by 90 million RMB, raising its registered capital from 10 million RMB to 100 million RMB [1][2] - The capital increase is intended to meet the current business planning and future development needs of the company [1][2] - The board of directors has approved the capital increase, which does not require submission to the shareholders' meeting for review [1][2] Basic Information of the Target Company - The target company, Baotou Tianhe New Materials Technology Co., Ltd., is a limited liability company established on May 9, 2025, with a registered capital of 10 million RMB [2] - The company is located in Baotou City, Inner Mongolia, and its business scope includes the production and sales of magnetic materials, electronic materials, and various technical services [2] - The company is wholly owned by Baotou Tianhe Magnetic Materials Technology Co., Ltd. [2] Impact on the Listed Company - The capital increase aligns with the company's current business planning and future development needs, and it is not expected to have a significant adverse impact on the company's operations and finances [2]

Core Points - The company establishes an internal audit system to enhance supervision and risk control, ensuring compliance with national laws and regulations [1][4] - The internal audit institution is responsible for evaluating the authenticity, legality, and effectiveness of the company's economic activities [1][3] - The internal audit committee, under the board of directors, leads the internal audit work and reports on its findings [2][3] Chapter Summaries Chapter 1: General Provisions - The internal audit aims to ensure financial management and operational activities comply with laws and regulations [1] - Internal audit involves supervision and evaluation of internal controls, financial status, asset quality, and operational performance [1] Chapter 2: Internal Audit Institution and Personnel - The company establishes an independent internal audit institution with dedicated personnel [2] - The audit committee oversees the internal audit work and reports to the board [2] - Auditors must possess necessary professional knowledge and maintain ethical standards [2][3] Chapter 3: Main Responsibilities of the Internal Audit Institution - The institution checks the completeness and effectiveness of internal control systems [3] - It audits the legality and authenticity of financial and economic data [3] - The institution reports quarterly to the audit committee and submits an annual audit report [3] Chapter 4: Internal Audit Work Procedures - The internal audit institution drafts an annual audit plan for approval by the audit committee [4] - Auditors must notify the audited unit three days prior to the audit [4] - Various methods such as observation and analysis are used to gather evidence during audits [4][5] Chapter 5: Quality Control and Follow-up Work of Internal Audits - The institution must establish strict quality control procedures and accept regulatory inspections [6] - It is responsible for addressing violations of laws and internal regulations found during audits [6] Chapter 6: Penalties - The institution can recommend penalties for units or individuals that obstruct the audit process [7][9] - Auditors who violate regulations may face disciplinary actions [7][9] Chapter 7: Supplementary Provisions - The internal audit system must comply with national laws and company regulations [8] - The board of directors is responsible for interpreting and revising the internal audit system [8]

General Provisions - The company establishes a system to regulate the temporary suspension and exemption of information disclosure to comply with legal obligations and protect the rights of the company and investors [1] - The system applies to situations where the company and other obligated parties may suspend or exempt disclosure of temporary reports as required by the China Securities Regulatory Commission and the Shanghai Stock Exchange [1] Applicable Situations for Temporary Suspension and Exemption - Information may be exempted from disclosure if it involves state secrets or other matters that could violate confidentiality regulations [2] - Commercial secrets can be temporarily suspended or exempted from disclosure if they meet specific criteria, such as being core technology information that could lead to unfair competition or could harm the interests of the company or others [2][3] Internal Review Procedures for Disclosure Suspension and Exemption - Relevant business departments must submit a written application to the securities affairs department for the temporary suspension or exemption of specific information [3] - The company secretary must review the application within two trading days to determine if it meets the conditions for suspension or exemption [3] Registration of Suspension and Exemption - The company must register details of the suspension or exemption, including the method of exemption, types of documents involved, and internal review procedures [4] - If the information involves commercial secrets, additional registration is required regarding the reasons for classification as a commercial secret and potential impacts [4] Accountability Mechanism - The company establishes a responsibility accountability mechanism for violations of laws and regulations related to information disclosure [5] - Internal parties who fail to report or disclose information in a timely manner may face internal disciplinary actions and be required to bear compensation responsibilities [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [5] - The system will take effect upon approval by the company's board of directors and will be subject to interpretation and revision by the board [5]

General Principles - The company aims to improve the management of its subsidiaries to ensure standardized operations and protect shareholders' rights [1][2] - The company defines key terms such as "subsidiary," "controlling subsidiary," and "management of subsidiaries" to clarify governance structures [2] Management Structure - The general manager is responsible for managing subsidiary affairs, including feasibility studies for establishment and termination, and maintaining communication with appointed personnel [3][4] - Various functional departments, such as finance and human resources, are designated to oversee and guide subsidiary operations [3] Establishment Management - Subsidiaries must align with the company's strategic development and enhance resource allocation [6] - The establishment of subsidiaries requires board approval and must include comprehensive documentation for decision-making [4][6] Governance of "Three Meetings" - Subsidiaries are required to establish shareholder meetings, boards of directors, and supervisory boards, with the company participating in these meetings to exercise management and oversight [5][6] Production and Operations Control - Subsidiaries must comply with national laws and align their operational goals with the company's strategic plans [19][20] - Major fixed asset investments by subsidiaries require company approval before execution [22] Financial Supervision and Management - Subsidiaries must adhere to unified financial management regulations and submit regular financial reports to the company [27][28] - The company maintains oversight of subsidiary financial activities, including auditing and budget approvals [28][29] Investment Management - Subsidiaries must report significant changes such as restructuring, mergers, and investments to the company [34] - Investment project decisions require feasibility studies and written reports for company review [35] Human Resources Management - Subsidiaries are expected to follow national labor laws and develop human resource management systems in line with company policies [37][38] - Personnel movements between the company and subsidiaries must be managed by the respective human resources departments [40] Information Disclosure - Subsidiaries must report significant matters to the company in a timely and accurate manner, ensuring compliance with disclosure regulations [42][43]

包头天和磁材科技股份有限公司 第一章 总则 第一条 为加强包头天和磁材科技股份有限公司（以下简称"公司"）内幕 信息管理，防范泄露内幕信息、内幕交易，保护广大投资者的合法权益，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》《上市公司监管指引第5号——上市公司 —信息披露事务管理》等法律、法规、规范性文件及《包头天和磁材科技股份有 限公司章程》《包头天和磁材科技股份有限公司信息披露管理制度》的相关规定， 特制定本制度。 第二条 公司内幕信息的管理工作由董事会负责，董事会秘书组织实施,董 事长为主要负责人。公司证券事务部是公司信息披露管理、投资者关系管理、 内幕信息登记备案的日常办事机构，并负责公司内幕信息的监管工作。 第三条 未经董事会批准同意，公司任何部门和个人不得向外界泄露、报道、 传送有关涉及公司内幕信息及信息披露的内容。对外报道、传送的文件、软（磁） 盘、录音（像）带、光盘等涉及内幕信息及信息披露的内容的资料，须经董事秘书 审核同意（并视重要程度呈报董事会审核），方可对外报道、传送。 第四条 公司董事、高级管理人员和公司各部门、分公司、 ...

Core Points - The company has established a system for internal reporting of significant events to ensure timely and accurate information disclosure, in compliance with relevant laws and regulations [1][2][8] - The internal reporting system applies to all departments, subsidiaries, and companies where the company can exert significant influence [1][2] - The board of directors is responsible for overseeing the internal reporting of significant events, with the chairman taking overall responsibility [2][5] Group 1: Definition and Scope of Significant Events - Significant events include major transactions, related party transactions, major litigation and arbitration, major risks, significant changes, and other major events [5][6] - Related party transactions exceeding 0.5% of the latest audited net assets must be reported, as well as major litigation exceeding 10% of net assets [5][6] - Any changes in shareholding or control by shareholders holding more than 5% of shares must be reported [6][7] Group 2: Reporting Procedures - Obligated parties must report significant events immediately via phone or email and submit written documentation within 24 hours [5][6] - The board office has the authority to inquire about reported events and must analyze and determine the need for disclosure [5][6] - Written reports must include details such as the cause of the event, involved parties, and any relevant agreements or legal documents [5][6] Group 3: Responsibilities and Penalties - The company implements a real-time reporting system for significant events, ensuring timely and accurate reporting [7][8] - Failure to report significant events in a timely manner may result in disciplinary actions against responsible personnel [7][8] - The board secretary is responsible for organizing training on governance and information disclosure for obligated personnel [7][8]

Core Viewpoint - The company has established a comprehensive system for managing public opinion to effectively respond to various types of media scrutiny and potential negative impacts on its stock price and reputation [1][2]. Group 1: General Principles - The company aims to enhance its ability to handle public opinion and establish a rapid response mechanism to mitigate the effects of negative media coverage and rumors [1]. - Public opinion includes negative or false media reports, rumors that may harm the company, and information that could influence investor behavior and cause stock price fluctuations [1]. Group 2: Organizational Structure and Responsibilities - A public opinion management leadership group has been formed, led by the company's general manager, to oversee the handling of public opinion issues [2]. - The securities affairs department is responsible for managing media information, analyzing significant public opinion, and reporting to the leadership group [2][6]. Group 3: Principles and Measures for Handling Public Opinion - The company emphasizes quick response, coordinated communication, and proactive engagement when addressing public opinion issues [3][4]. - Measures include self-inspection and communication with the Shanghai Stock Exchange when significant public opinion is reported, as well as enhancing investor communication to clarify the company's stance [4][5]. Group 4: Accountability and Confidentiality - Employees and relevant personnel have a confidentiality obligation regarding public opinion information, with penalties for breaches that cause company losses [5]. - The company reserves the right to pursue legal action against media or individuals spreading false information that damages its reputation [5]. Group 5: Implementation and Amendments - The board of directors is responsible for interpreting and revising the public opinion management system, which takes effect upon approval [6].

Group 1 - The company has successfully completed its initial public offering (IPO) by issuing 66.07 million shares at a price of 12.30 RMB per share, raising a total of 812.66 million RMB [1] - The funds raised will be used for specific projects, including a high-performance neodymium-iron-boron production project with a total investment of 944.15 million RMB, of which 818.10 million RMB is planned to be funded by the raised capital [2][3] - The company has pre-invested a total of 185.90 million RMB from its own funds into the projects before the IPO funds were available [3][4] Group 2 - The company has established a special account for the management of the raised funds and signed a tripartite supervision agreement with the sponsor and the bank [2] - The company has adjusted the amount of raised funds allocated to projects due to the actual net amount being lower than initially planned, ensuring that the projects will still be implemented without changing the intended use of funds [2][3] - The total issuance costs amounted to 82.32 million RMB, with 10.20 million RMB paid from self-raised funds, while the remaining costs were deducted from the raised funds [4][6] Group 3 - The independent directors and the accounting firm have confirmed that the use of raised funds to replace pre-invested self-raised funds and paid issuance costs complies with relevant regulations and does not harm shareholder interests [6][7] - The sponsor has verified that the necessary legal procedures were followed, and the replacement of funds occurred within six months of the funds being received [7][8]