Core Points - Hunan BaiLi Engineering Science and Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company is registered with a capital of RMB 490,298,992 and is located in Yueyang Economic and Technological Development Zone [2][3] - The company aims to prioritize quality and reputation, optimize resource allocation, enhance competitiveness, and improve economic efficiency [3] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - 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 its entire assets [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Scope - The company's business scope includes construction engineering design, printing services, intelligent control system integration, industrial automation control system manufacturing, engineering cost consulting, and various technical services [3][4] Share Issuance - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [4][5] - The total number of shares issued by the company is 490,298,992, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [11][12] - Shareholders are required to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [17][18] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [23][24] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [79][80] - Ordinary resolutions require a majority of the voting rights present, while special resolutions require two-thirds of the voting rights present [79][80]

Core Points - The document outlines the regulations and guidelines for independent directors at Hunan Baile Engineering Technology Co., Ltd, emphasizing their independence and responsibilities [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act independently and fulfill their duties with loyalty and diligence towards the company and all shareholders [1][2] - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to protect the interests of minority shareholders [2][3] Group 2: Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a good personal reputation [3][4] - They should not have any significant relationships or interests that could compromise their independence, including family ties or substantial shareholdings in the company [4][5] - The company must ensure that independent directors maintain their independence and conduct annual self-assessments [4][5] Group 3: Nomination and Election Process - Independent directors can be nominated by the board, audit committee, or shareholders holding more than 1% of the company's shares [5][6] - The nomination process requires thorough vetting of candidates to ensure they meet the independence criteria and have no disqualifying records [5][6] - The election of independent directors must be conducted transparently, with cumulative voting for multiple positions [6][7] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance board decision-making [10][11] - They have special powers, including the ability to hire external consultants and propose meetings to address significant issues [10][11] - Independent directors must document their opinions on board resolutions and ensure transparency in their dissenting views [12][13] Group 5: Support and Communication - The company is required to provide necessary resources and support for independent directors to perform their duties effectively [17][18] - Independent directors should have equal access to information as other board members and be kept informed about the company's operations [17][18] - Regular communication with minority shareholders is encouraged to ensure their interests are represented [17][18] Group 6: Reporting and Accountability - Independent directors must submit annual reports detailing their activities and the fulfillment of their responsibilities [16][19] - They are obligated to report any impediments to their duties and can escalate issues to regulatory bodies if necessary [16][19] - The company must ensure that independent directors are compensated appropriately for their roles, with clear disclosure in annual reports [19][20]

Core Viewpoint - The company has established a comprehensive system for external guarantees to protect investors' rights and prevent risks associated with external guarantees, ensuring the safety of company assets [1][2]. Group 1: External Guarantee Management - The company implements unified management of external guarantees, requiring board or shareholder approval for any guarantee contracts [2][4]. - Directors and senior management must exercise caution and strictly control the debt risks arising from guarantees, bearing joint liability for any losses from violations [2][4]. - The company can only provide guarantees to entities with independent legal status that meet specific criteria, including strong repayment capabilities [4][8]. Group 2: Approval Procedures - The highest decision-making body for external guarantees is the shareholders' meeting, with the board exercising decision-making authority based on the company's articles of association [8][15]. - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [8][9]. - The board must conduct thorough credit assessments of the guarantee applicants before making decisions [10][11]. Group 3: Risk Prevention Measures - The company must take necessary measures, such as requiring counter-guarantees, to mitigate risks when providing guarantees [4][12]. - The company is obligated to disclose any guarantees provided, including total amounts and their relation to the latest audited net assets [17][18]. - In cases where the guaranteed party fails to fulfill their debt obligations, the company must initiate recovery procedures promptly [36][38]. Group 4: Responsibilities and Penalties - The company and its subsidiaries must strictly adhere to the established system for external guarantees, with penalties for those who violate procedures [49][50]. - Financial planning department staff or other responsible parties who fail to fulfill their duties or violate regulations may face economic penalties or administrative sanctions [52][53]. - The company must ensure that any guarantees provided do not exceed the agreed-upon limits and must take action if risks are identified [16][41].

Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution mechanism to protect the legitimate rights and interests of small and medium investors while ensuring continuous and stable profit distribution policies [1] Profit Distribution and Cash Dividend Policy - The company emphasizes reasonable returns to investors and aims for a continuous and stable profit distribution policy that considers sustainable development [2] - Profit distribution can be in cash, stock, or a combination, with a preference for cash dividends when conditions allow [2][3] - The company will prioritize cash dividends if there are no major investment plans or significant cash expenditures [2][4] - The company’s profit distribution must not exceed the cumulative distributable profit and should not harm its ongoing operational capacity [2] Annual Profit Allocation - The annual after-tax profit distribution follows a specific order: covering previous losses, allocating statutory reserve funds, discretionary reserve funds, and paying ordinary stock dividends [2][3] - The statutory reserve fund is set at 10% of after-tax profits until it reaches 50% of the registered capital [2] Cash Dividend Proportions - For mature companies without major expenditures, cash dividends should constitute at least 80% of the profit distribution [3] - For mature companies with significant expenditures, this proportion should be at least 40% [3] - For growth-stage companies with major expenditures, the cash dividend proportion should be at least 20% [3] Conditions for Not Distributing Cash Dividends - The company may refrain from cash dividends under certain conditions, such as planned investments exceeding 50% of net assets or total assets, negative net cash flow, or a net asset return rate below 6% [4][5] Cash Dividend Policy Goals - The company aims to distribute at least 20% of the annual distributable profit in cash and a cumulative total of at least 30% of the average annual distributable profit over three consecutive years [5][6] Shareholder Return Planning - The board should focus on long-term sustainable development and establish a three-year dividend plan, which will be evaluated every three years [6][7] Dividend Decision-Making Mechanism - The board must propose a profit distribution plan that requires majority approval and independent director consent, ensuring thorough discussion with shareholders, especially minority shareholders [7][8] Supervision and Disclosure - The audit committee will supervise the execution of cash dividend policies and ensure compliance with decision-making procedures and information disclosure [9] - The company must disclose detailed information about its cash dividend policy and shareholder return planning in its annual report [9][10]

Core Viewpoint - Hunan Baili Engineering Technology Co., Ltd. reported a decline in revenue and net profit for the first half of 2025, with a focus on the challenges and opportunities in the new energy and petrochemical industries [1][2]. Company Overview and Financial Indicators - The company reported operating income of CNY 514.81 million, a decrease of 8.24% compared to the same period last year [2]. - Total profit for the period was a loss of CNY 59.97 million, an improvement of 62.41% year-on-year [2]. - The net profit attributable to shareholders was a loss of CNY 52.10 million, showing a 61.17% improvement from the previous year [2]. - The company's total assets decreased by 7.03% to CNY 2.62 billion compared to the end of the previous year [2]. Industry Analysis New Energy Industry - The new energy sector is experiencing rapid growth, driven by global climate governance and energy revolution, with a shift from supplementary energy to a core engine of energy structure transformation [3][4]. - In the first half of 2025, China's new energy vehicle sales reached 6.97 million units, a year-on-year increase of 41.4% [5]. - The lithium battery market is projected to see a total shipment of 776 GWh in 2025, with a year-on-year growth of 68% [5][6]. Lithium Battery Market - The domestic lithium battery industry chain is growing at an overall rate of 40%, with significant demand in both domestic and international markets [6][7]. - The energy storage sector is experiencing a "super peak season," with shipments expected to reach 450 GWh in 2025, reflecting a growth rate of 30%-40% [7]. Petrochemical Industry - The petrochemical sector is facing challenges with declining profits due to falling product prices and overcapacity, with the overall profit margin decreasing for three consecutive years [12][13]. - The industry is undergoing a transformation towards high-end, efficient production, supported by government policies aimed at green transition and technological innovation [12][13]. Company Business Segments New Energy Equipment - The company has developed comprehensive capabilities in the design and manufacturing of lithium battery production lines, focusing on high-tech, high-efficiency, and reliable production equipment [10][11]. - The company aims to provide integrated solutions for the new energy materials sector, including engineering consulting, design, and equipment manufacturing [15][17]. Petrochemical Engineering - The company holds a first-class engineering design qualification in the petrochemical sector and has successfully completed several large-scale projects, enhancing its market competitiveness [15][16]. - The focus on technological innovation and high-quality service has positioned the company favorably within the petrochemical engineering market [16].

Core Viewpoint - Hunan Baile Engineering Technology Co., Ltd. reported a significant decline in financial performance for the first half of 2025, with a notable decrease in total assets and revenue, alongside a substantial reduction in net profit compared to the previous year [1][2]. Financial Summary - Total assets at the end of the reporting period amounted to CNY 2,619,447,949.54, a decrease of 7.03% from the previous year [1]. - Operating revenue for the period was CNY 514,814,355.70, reflecting an 8.24% decline compared to the same period last year [1]. - The total profit for the period was reported at -CNY 59,970,012.72, which is an improvement of 62.41% from -CNY 159,549,527.12 in the previous year [1]. - Net profit attributable to shareholders was -CNY 52,098,315.94, showing a 61.17% improvement from -CNY 134,155,986.95 year-on-year [1]. - The net profit after deducting non-recurring gains and losses was -CNY 52,192,494.18, a 63.04% improvement from -CNY 141,225,751.81 in the previous year [1]. - The net cash flow from operating activities was -CNY 63,111,968.06, which is a 22.62% improvement from -CNY 81,558,514.28 in the previous year [1]. - The weighted average return on net assets decreased to -45.61%, down 17.24 percentage points from -28.37% [1]. - Basic earnings per share were reported at -CNY 0.11, a 59.26% improvement from -CNY 0.27 in the previous year [2].

Core Points - Hunan Baili Engineering Technology Co., Ltd. announced a change of registered address due to operational and strategic development needs [1] - The new registered address will be in the China (Hunan) Pilot Free Trade Zone, Changsha area, specifically at Huaxiang Road No. 9 [1] - The change requires approval from the shareholders' meeting and will be finalized based on the registration by the market supervision department [1] Summary by Sections - **Company Announcement** - The company held the 13th meeting of the 5th Board of Directors on August 29, 2025, where the proposal for the change of registered address was approved [1] - A dedicated working group has been established to facilitate the relocation process [1] - **New Address Details** - The original address was "388 Baling East Road, Yueyang Economic and Technological Development Zone" [1] - The new address is "Huaxiang Road No. 9, Changsha Economic Development Zone, China (Hunan) Pilot Free Trade Zone" [1] - **Approval Process** - The change of address must be submitted for approval at the shareholders' meeting [1] - The Board of Directors will be authorized to handle the amendments to the Articles of Association and the business registration [1] - The final result of the address change will depend on the approval from the market supervision management department [1]

Group 1 - The core point of the article is that Baile Technology (SH 603959) held its 13th meeting of the 5th board of directors on August 29, 2025, to discuss the reappointment of the auditing institution for the fiscal year 2025 [1] - For the fiscal year 2024, Baile Technology's revenue composition is as follows: lithium battery materials account for 93.27%, petrochemicals account for 6.13%, and other businesses account for 0.6% [1] - As of the time of reporting, Baile Technology has a market capitalization of 2.6 billion yuan [1] Group 2 - The article mentions that nearly 120 brands and 1,600 vehicles are competing in the Southwest region, indicating a significant event in the automotive industry [1] - The first A-level car exhibition in the second half of the year is expected to reshape the market landscape for new energy vehicles [1]

Group 1 - The company, Hunan Baile Engineering Technology Co., Ltd., is holding its third extraordinary general meeting of shareholders in 2025 on September 16, 2025, at 15:00 [1][4] - The meeting will take place at No. 388, Baling East Road, Yueyang Economic and Technological Development Zone, Yueyang City [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system during specified trading hours on the day of the meeting [1][4] Group 2 - The voting methods for the meeting include both on-site and online voting [4] - Shareholders holding multiple accounts can participate in the voting through any of their accounts, and the total voting rights are based on the number of shares held across all accounts [5][6] - The record date for shareholders eligible to attend the meeting is September 10, 2025 [6] Group 3 - There are no related parties that need to abstain from voting on the proposed resolutions [4] - The company has provided detailed instructions for proxy voting, including necessary documentation for both individual and corporate shareholders [6][7] - The company has set a deadline for registration for remote shareholders, which is 17:00 on September 15, 2025 [6][7]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and will also abolish the "Rules of Procedure for the Supervisory Board" [1][2] - The supervisory board meeting was held on August 29, 2025, with all three supervisors present, and the meeting procedures complied with relevant laws and the company's articles of association [1] - The company has proposed to reappoint Tianzhi International Accounting Firm as the auditor for the 2025 financial year, with a one-year term [2]