国晟世安科技股份有限公司 2025 年第二次临时股东大会 会议资料 证券代码：603778 2025 年 8 月 国晟世安科技股份有限公司 2025 年第二次临时股东大会会议议程 一、与会人员签到。 二、主持人宣布大会开始。 三、介绍股东到会情况。 四、介绍本次大会见证律师。 五、选举计票、监票人员。 六、审议以下各项议案，股东提问和咨询： 1 关于取消监事会及修订《公司章程》的议案 2.00 关于修订《股东会议事规则》等8项制度的议案 2.01 股东会议事规则 2.02 董事会议事规则 2.03 独立董事制度 2.04 对外提供财务资助管理制度 2.05 关联交易管理制度 2.06 对外担保管理制度 2.07 对外投资管理办法 2.08 募集资金管理制度 3 关于废止《监事会议事规则》的议案 七、进行投票表决。 八、统计现场和网络投票表决结果。 九、宣布表决结果。 十、宣读股东大会决议。 十一、由见证律师宣读为本次股东大会出具的法律意见书。 十二、大会主持人宣布会议结束。 | 2025 | 年第二次临时股东大会会议议程 | 2 | | --- | --- | --- | | | 会议资料目录 4 | | | ...

Core Viewpoint - The signing of the Guosheng (Tieling) Future Energy Industrial Park project represents a significant investment in the renewable energy sector, with a total investment of 3 billion yuan, aimed at establishing a comprehensive industrial chain for high-performance solid-state battery materials and advanced renewable energy equipment [2]. Group 1: Project Overview - The Guosheng (Tieling) Future Energy Industrial Park project will cover an area of 230 acres and will be developed in two phases [2]. - The project will focus on the production and recycling of high-performance solid-state battery anode and cathode materials, cell manufacturing, and Pack line operations, as well as research and development in cutting-edge fields such as perovskite solar cells and advanced renewable energy equipment [2]. Group 2: Company Background - Guosheng Energy was established on January 29, 2022, and is controlled by Wu Jun, a public figure from Xuzhou, Jiangsu, who has held various governmental positions [2]. - The main business activities of Guosheng Energy include sales of solar thermal power products, photovoltaic equipment leasing, battery manufacturing, and sales [2]. Group 3: Market Position and Expansion - In 2022, Guosheng Energy achieved a reverse merger with Guosheng Technology (formerly Qianjing Garden), which allowed it to enter the photovoltaic industry chain [3]. - Guosheng Technology has accumulated photovoltaic module orders totaling 2.685 billion yuan and has established five production bases in Jiangsu, Anhui, and Hebei, with additional bases under construction in Shandong, Xinjiang, and Inner Mongolia [3].

Group 1 - The company Guosheng Technology (SH 603778) announced a temporary board meeting held on August 1, 2025, to discuss the cancellation of the supervisory board and amendments to the company’s articles of association [1] - For the fiscal year 2024, Guosheng Technology's revenue composition shows that the photovoltaic industry accounts for 93.78%, while the landscaping and ecological business contributes 6.22% [1] Group 2 - A warning from a German executive in China highlights the severe price competition in the industry, stating that autonomous driving services should not be offered for free, as it could lead to disastrous consequences for the entire sector [1]

Group 1 - The company held the 23rd meeting of the 5th Board of Directors on August 1, 2025, via communication, with all 5 directors present [2][4] - The meeting approved the proposal to cancel the Supervisory Board and amend the Articles of Association, which will be submitted to the shareholders' meeting for review [3][5] - The meeting also approved the revision of the "Rules of Procedure for Shareholders' Meetings" and other governance documents, which will also be submitted to the shareholders' meeting for review [6][8] Group 2 - The company announced the 2025 second extraordinary shareholders' meeting to be held on August 18, 2025, at 14:00 in Beijing [21][27] - The voting method for the shareholders' meeting will combine on-site and online voting [23] - The company will provide detailed instructions for shareholders on how to participate in the voting process, including registration and voting procedures [29][31] Group 3 - The company plans to abolish the Supervisory Board based on the new Company Law effective from July 1, 2024, and the Audit Committee of the Board will assume its statutory duties [43] - Amendments to the Articles of Association will be made in accordance with the new regulations and the company's actual situation [44]

Core Viewpoint - The document outlines the financial assistance management system of Guosheng Shian Technology Co., Ltd., aimed at regulating external financial assistance, preventing financial risks, and ensuring sound corporate governance and internal control [1][3]. Group 1: General Provisions - The system applies to Guosheng Shian Technology Co., Ltd. and its subsidiaries regarding external financial assistance [3]. - Financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, such as loans, expense coverage, and asset usage rights [3]. - The assistance is restricted to entities within the consolidated financial statements of the company, excluding those with controlling shareholders or actual controllers [3][4]. Group 2: Approval Authority and Procedures - Financial assistance transactions require approval from more than half of the board of directors and must be disclosed promptly [4]. - Specific conditions necessitate submission to the shareholders' meeting, including assistance amounts exceeding 10% of the latest audited net assets or if the recipient's debt ratio exceeds 70% [4]. - The board must evaluate the reasons for assistance, assessing the recipient's asset quality, operational status, industry outlook, and repayment ability [4][5]. Group 3: Responsibilities and Division of Labor - The finance department is responsible for risk assessment of the financial assistance recipient, while the audit department reviews this assessment [5]. - After approval, the finance department handles the execution of financial assistance and monitors the recipient's repayment status [5][6]. - The audit department ensures compliance with the financial assistance regulations [5]. Group 4: Information Disclosure - The company must disclose details of the financial assistance, including the recipient's information, assistance amount, and repayment terms [6]. - Risk mitigation measures must be disclosed, including any guarantees provided by third parties [6]. - The company is required to report on overdue financial assistance and the cumulative amount provided [6][7]. Group 5: Supplementary Provisions - Violations of the financial assistance regulations may lead to economic liability for responsible personnel [7]. - The system will be revised in accordance with national laws and regulations, and any inconsistencies will be resolved in favor of the latter [7][8]. - The system becomes effective upon approval by the shareholders' meeting [8].

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Guosheng Shian Technology Co., Ltd, aimed at optimizing the composition of the board and improving corporate governance [2][3] Group 1: General Provisions - The Nomination Committee is established to standardize the selection process for directors and senior management, based on relevant laws and the company's articles of association [2] - The committee is responsible for proposing selection criteria and procedures for candidates for directors and senior management [2] Group 2: Composition of the Committee - The committee consists of at least three directors, with a majority being independent directors [3] - The committee chair is an independent director appointed by the board, responsible for leading the committee's work [3] Group 3: Responsibilities and Authority - The committee is tasked with drafting selection criteria for directors and senior management, reviewing candidates, and making recommendations to the board [4] - Any decisions made by the committee must be submitted to the board for approval, and if the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [4] Group 4: Meeting Procedures - Meetings are convened by the committee chair, with notifications sent to all members at least five days in advance [12] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][18] Group 5: Confidentiality and Amendments - All members and attendees of the meetings are bound by confidentiality regarding the matters discussed [24] - Any amendments to the guidelines must be approved by the board and will take effect upon approval [25][26]

国晟世安科技股份有限公司 募集资金管理制度 （2025 年修订） 第一章 总则 第二条 本制度根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）《上市公司证券发行注册管理办 法》《监管规则适用指引——发行类第 7 号》《上市公司募集资金监管规则》《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》（以下简称"《规范运作指引》"）等有关法律、法规、部门规章、规 范性文件及《国晟世安科技股份有限公司章程》（以下简称"《公司章程》"）制订。 第三条 本制度所称募集资金系指公司通过公开发行股票或者其他具有股权性 质的证券（包括首次公开发行股票、配股、增发、发行可转换公司债券、发行分离 交易的可转换公司债券等）以及向投资者募集并用于特定用途的资金，但不包括公 司实施股权激励计划募集的资金监管。本制度所称超募资金是指实际募集资金净额 超过计划募集资金金额的部分。 第四条 公司董事会应建立募集资金存放、管理、使用、改变用途、监督和责任 追究的内部控制制度，明确募集资金使用的分级审批权限、决策程序、风险控制措 施及信息披露要求 ...

General Overview - The company establishes an Audit Committee under the Board of Directors to enhance decision-making and ensure effective supervision of financial activities and operations [2][3] - The Audit Committee is responsible for overseeing external audits, guiding internal audits, and ensuring accurate financial reporting [2][3] Structure and Composition - The Audit Committee consists of at least three directors, with a majority being independent directors, including at least one accounting professional [7][8] - The Chairman of the Audit Committee must be an independent director and an accounting professional [10] - The company is required to provide necessary conditions and support for the Audit Committee's operations [4][5] Responsibilities and Authority - The Audit Committee has the authority to inspect financial records, supervise the actions of directors and senior management, and propose the convening of extraordinary shareholder meetings [16][17] - It is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [18][19] - The Committee must approve significant financial disclosures and the hiring or dismissal of external auditors [17][18] Meetings and Procedures - The Audit Committee is required to hold at least one meeting per quarter, with provisions for special meetings as needed [26][27] - Meetings must have a quorum of at least two-thirds of the members present, and decisions require a majority vote [30][31] - Detailed meeting records must be maintained, reflecting the opinions of all members [34][35] Disclosure and Reporting - The company must disclose the composition and professional background of the Audit Committee members, as well as their performance annually [39][40] - Any significant issues identified by the Audit Committee must be reported to the Board and disclosed to the public if they meet regulatory standards [41][42]

General Principles - The external guarantee management system aims to effectively control external guarantee risks and standardize guarantee behavior to protect the legal rights of the company and its shareholders [1][2] - External guarantees refer to the company's provision of guarantees for the debts of third parties, including guarantees for its subsidiaries, and can take forms such as guarantees, mortgages, and pledges [1][2] Guarantee Organization and Responsibilities - The company implements unified management of external guarantees, requiring approval from the board of directors or shareholders for any guarantee contracts [2][3] - The guarantee business management department is responsible for the acceptance, investigation, tracking, analysis, and reporting of external guarantees, ensuring legal compliance [2][3] Guarantee Principles and Scope - The company adheres to principles of prudence and strict control, generally not initiating external guarantees [3][4] - Guarantees are prohibited for entities or individuals that do not meet specific criteria, such as those in financial distress or legal disputes [3][4] Guarantee Application and Evaluation - The guarantee business management department evaluates guarantee applications, requiring comprehensive documentation from the applicant [4][5] - A thorough review process is mandated, including financial assessments and potential audits by internal or external parties [4][5] Approval and Disclosure of Guarantees - Guarantees exceeding certain thresholds, such as 10% of the company's latest audited net assets, require board and shareholder approval [8][9] - The company must disclose guarantee transactions promptly, especially those involving significant amounts or related parties [8][9] Contract Signing and Management - Written contracts are required for all guarantees, detailing the rights, obligations, and liabilities of all parties involved [11][12] - The guarantee business management department must ensure that all contracts comply with legal standards and company policies [11][12] Daily Management of Guarantees - The guarantee business management department maintains accurate records of all guarantees and monitors the repayment status of guaranteed debts [13][14] - Regular assessments of the financial health of guaranteed parties are conducted to mitigate risks [13][14] Accountability and Responsibility - The company enforces strict accountability measures for any failures in the guarantee process, holding responsible parties liable for any losses incurred [15][16] - Shareholders and directors are required to exercise caution and control over external guarantee-related debt risks [15][16]

Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2] - The committee is responsible for formulating and reviewing compensation policies and assessment standards for directors and senior management [1][4] - The committee consists of at least three directors, with independent directors making up the majority [2][4] Group 1: Committee Structure - The committee is appointed by the board and includes a chairperson who is an independent director [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2] - If the number of committee members falls below two-thirds of the required number, the board must promptly appoint new members [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and formulating assessment standards, proposing compensation policies, and reviewing incentive plans [4][11] - The committee is accountable to the board, and its decisions must be submitted for board approval [11][12] - Compensation proposals for directors must be approved by the board and submitted to the shareholders' meeting for approval [12] Group 3: Decision-Making Procedures - The committee must develop an annual work plan and complete assessment and compensation recommendation reports within a specified timeframe [5][6] - The human resources department is responsible for providing necessary data and coordinating the committee's activities [6] - The committee conducts annual assessments of directors and senior management, with specific procedures for performance evaluation [15] Group 4: Meeting Protocols - The committee holds regular and temporary meetings, with specific notification requirements for each type [16][17] - Meetings require a quorum of two-thirds of the members, and decisions must be made by a majority vote [20][21] - The committee may invite other directors and management to attend meetings for reporting or questioning [22][25] Group 5: Confidentiality and Compliance - All members and attendees of the committee meetings are bound by confidentiality obligations regarding the discussed matters [28] - The committee's decisions and meeting records must comply with relevant laws, regulations, and the company's articles of association [26][30] - Any amendments to the committee's rules must be approved by the board [32]