《上市 《股东会议事规则》等相关规定，特制定 2025 公司股东会规则》以及《公司章程》 年第一次临时股东会须知。 证券简称：中信博 证券代码：688408 江苏中信博新能源科技股份有限公司 会议资料 二零二五年八月一日 议案一 关于取消监事会、变更注册资本、修订《公司章程》并办理工商变更登 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会 议的顺利进行，根据《中华人民共和国公司法》 《中华人民共和国证券法》 一、为确认出席会议的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 二、为保证本次会议的严肃性和正常秩序，切实维护股东的合法权益，请出 席会议的股东或其代理人或其他出席者准时到达会场签到确认参会资格，在会议 主持人宣布现场出席会议的股东和代理人人数及所持有的表决权数量之前，会议 登记应当终止。 三、会议按照会议通知上所列顺序审议、表决议案。 四、股东及股东代理人参加股东会依法享有发言权、质询权、表决权等权利。 股东及股东代理人参加股东会应认真履行其法定义务，不得侵犯公司和其他股东 及股东代理人的合法权益，不得扰乱股东会的 ...

2025 年第一次临时股东会会议材料 证券简称：中信博 证券代码：688408 江苏中信博新能源科技股份有限公司 2025 年第一次临时股东会 会议资料 二零二五年八月一日 1 2025 年第一次临时股东会会议材料 目录 四、股东及股东代理人参加股东会依法享有发言权、质询权、表决权等权利。 股东及股东代理人参加股东会应认真履行其法定义务，不得侵犯公司和其他股东 及股东代理人的合法权益，不得扰乱股东会的正常秩序。 五、要求发言的股东及股东代理人，应当按照会议的议程，经会议主持人许 可方可发言。有多名股东及股东代理人同时要求发言时，先举手者发言；不能确 定先后时，由主持人指定发言者。会议进行中只接受股东及股东代理人发言或提 问。股东及股东代理人发言或提问应围绕本次会议议题进行，简明扼要，时间原 则上不超过 5 分钟。 | 2025 | 年第一次临时股东会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第一次临时股东会会议议程 | 5 | | 议案一 | 关于取消监事会、变更注册资本、修订《公司章程》并办理工商变更登 | | | 记的议案 | 7 | | | 议案二 | 关于修订《 ...

Core Viewpoint - The company, CITIC Bo, is experiencing growth driven by its innovative solar cleaning robots and strong international sales, particularly in the Middle East and Central Asia, benefiting from the Belt and Road Initiative and the depreciation of the RMB [2][4]. Group 1: Company Overview - CITIC Bo specializes in the design, research, production, and sales of photovoltaic support systems, with a revenue composition of 84.55% from tracking supports, 11.97% from fixed supports, and 2.85% from BIPV and other products [3][8]. - The company was established on November 20, 2009, and went public on August 28, 2020, with its headquarters located in Kunshan, Jiangsu Province [8]. Group 2: Financial Performance - As of March 31, the company reported a revenue of 1.559 billion yuan for the first quarter of 2025, a year-on-year decrease of 14.09%, and a net profit attributable to shareholders of 110 million yuan, down 28.46% year-on-year [9]. - The company has distributed a total of 412 million yuan in dividends since its A-share listing, with 349 million yuan distributed over the past three years [10]. Group 3: Market Position and Strategy - CITIC Bo's overseas revenue accounted for 81.54% of total revenue in the 2024 annual report, benefiting from the depreciation of the RMB [4]. - The company has two sales models for BIPV products: one where it sells products for customers to install independently, and another where it sells and installs the products [4]. - The company has won multiple awards as the best supplier of solar tracking and support solutions in the Middle East, showcasing its leading position in the region [4]. Group 4: Stock Performance and Investor Activity - On July 22, CITIC Bo's stock rose by 1.22%, with a trading volume of 206 million yuan and a market capitalization of 11.089 billion yuan [1]. - The stock has seen a net outflow of 9.2913 million yuan from major investors, indicating a lack of clear trend in major investor activity [5][6].

Investment Rating - Industry Rating: Recommended [5] Core Insights - The report highlights the acceleration of humanoid robot production due to advancements in AI technology and domestic companies' efforts to replace core components, indicating a broad market opportunity [1][15] - The electric vehicle (EV) sector is entering a deep penetration phase, with new high-cost performance models expected to drive sales growth and stabilize the industry in the medium to long term [2][18] - The renewable energy sector is facing rising upstream raw material prices, which are expected to be passed down the supply chain, potentially leading to price rebounds for solar components [3][24] - The UK government's decision to relax AR7 offshore wind auction entry requirements is anticipated to boost investment enthusiasm and accelerate project implementation in the offshore wind sector [4][27] Summary by Sections Humanoid Robots - The launch of the new industrial humanoid robot Walker S2 by UBTECH enables 24/7 operation with a rapid battery swap system, indicating a significant technological breakthrough [1][15] - The report emphasizes the strong domestic demand for core components and the potential for domestic companies to benefit from this trend [1][15] - Key players in the humanoid robot supply chain are expected to see substantial opportunities as the industry matures [1][17] New Energy Vehicles - The report notes that the introduction of multiple new EV models is likely to enhance user experience and drive sales growth [2][18] - The EV industry is characterized by rapid growth, with new technologies and materials expected to improve performance and reduce costs [2][19] - The report identifies several investment opportunities within the EV supply chain, particularly in battery technology and related components [2][23] Renewable Energy - The report discusses the impact of rising prices for upstream materials like silicon, which are expected to lead to price increases for solar components [3][24] - It highlights the ongoing optimization of battery efficiency and the potential for companies with differentiated high-efficiency products to enhance profitability [3][26] - The report also notes the expected reduction in production from glass manufacturers, which could alleviate inventory and pricing pressures in the solar market [3][26] Offshore Wind Energy - The UK government's relaxation of AR7 offshore wind auction rules is seen as a positive signal for the global offshore wind industry, potentially increasing project participation [4][27] - The report anticipates that the extension of contract terms for difference agreements will further stimulate investment in offshore wind projects [4][28] - Key beneficiaries of this trend are expected to include leading domestic companies involved in offshore wind energy [4][28] Energy Storage - The introduction of capacity pricing policies for energy storage in Gansu province is expected to enhance the profitability of long-duration storage projects [8][31] - The report emphasizes the importance of energy storage in balancing renewable energy output and improving utilization rates [8][31] - Companies with technological advantages in energy storage are likely to be the first to benefit from these new policies [8][31]

Core Viewpoint - The document outlines the regulations and procedures for Jiangsu CITIC Bo New Energy Technology Co., Ltd. regarding the deferral and exemption of information disclosure, ensuring compliance with relevant laws and regulations [1][2][6]. Group 1: Information Disclosure Regulations - The company establishes a system to regulate the deferral and exemption of information disclosure based on the Securities Law and relevant stock exchange rules [1][6]. - Information disclosure obligations can be deferred or exempted if they involve state secrets or commercial secrets that could lead to unfair competition or harm to the company or others [2][3]. Group 2: Scope of Deferral and Exemption - The company can defer or exempt disclosure of information that is proven to involve state secrets or commercial secrets, provided it meets specific criteria [2][3]. - If the reasons for deferral or exemption are no longer valid, the company must disclose the information promptly [3][5]. Group 3: Management Process - The company must maintain strict internal processes for determining deferral and exemption of information disclosure, including documentation and approval from the board of directors [4][5]. - A detailed record of the deferral or exemption process must be kept, including the type of information and the internal review procedures [5][6]. Group 4: Compliance and Amendments - The system must comply with the relevant laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [6][6]. - The board of directors is responsible for interpreting and amending the system, which takes effect upon approval [6][6].

Core Points - Jiangsu CITIC Bo New Energy Technology Co., Ltd. is established as a joint-stock company based on the overall restructuring of CITIC Bo New Energy Technology (Suzhou) Co., Ltd. [1][2] - The company is registered with a capital of RMB 2.19065886 billion and is intended to operate indefinitely as a joint-stock company [2][3] - The company aims to operate in compliance with laws and regulations, focusing on providing high-cost performance products and services in the green solar energy sector [3][5] Company Structure - The company has a registered capital of RMB 2.19065886 billion [2] - The chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [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 all its assets [2][3] Business Scope - The company’s business scope includes research and sales of new energy materials and products, design and maintenance of solar power systems, and development of photovoltaic equipment [5] - The company also engages in the rental of photovoltaic equipment and facilities, as well as import and export of goods and technology [5] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total number of shares issued is 219,065,886, all of which are ordinary shares (A shares) [6][7] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company’s operations [11][12] - Shareholders must comply with laws and the company’s articles of association, and they are liable for their subscribed shares [40][41] - The company must maintain transparency and provide necessary information to shareholders regarding meetings and decisions [13][14] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting as the highest authority [46][47] - Major decisions, such as capital increases or decreases, mergers, and amendments to the articles of association, require shareholder approval [31][32] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [48][49]

Core Points - The document outlines the management measures for fund transactions between Jiangsu CITIC Bo New Energy Technology Co., Ltd. and its related parties, aiming to protect investors' rights and interests [1][2] - The measures are established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The company is required to implement effective internal control systems to prevent fund occupation by controlling shareholders and related parties [2][3] Summary by Sections - **Section 1: Purpose and Scope** - The measures aim to regulate fund transactions with controlling shareholders and related parties, ensuring compliance with laws and protecting investor rights [1] - **Section 2: Responsibilities of Related Parties** - Controlling shareholders and related parties must not harm the company's interests and are liable for any losses caused by violations [2] - **Section 3: Internal Controls** - The company must establish internal controls to prevent fund occupation and manage external guarantee risks, ensuring proper disclosure of related transactions [2][3] - **Section 4: Prohibited Transactions** - Specific transactions that are prohibited include providing funds for personal expenses, lending company funds to related parties, and issuing commercial acceptance bills without real transaction backgrounds [2][3][4] - **Section 5: Audit and Self-Inspection** - The company must conduct self-inspections of fund transactions with related parties and disclose any findings, ensuring timely rectification of any fund occupation [3][4] - **Section 6: Settlement of Occupied Funds** - Funds occupied by related parties should generally be settled in cash, with strict controls on non-cash asset settlements [3][4] - **Section 7: Asset Settlement Conditions** - Non-cash assets used for settling occupied funds must belong to the same business system and be evaluated by qualified intermediaries [4] - **Section 8: Accountability and Legal Consequences** - Any violations by the company or its related parties resulting in losses must be compensated, and criminal activities will be reported to law enforcement [4][5] - **Section 9: Effectiveness** - The measures will take effect upon approval by the company's board of directors [5]

Core Points - The implementation rules for the cumulative voting system aim to protect the interests of minority shareholders and improve the corporate governance structure of Jiangsu CITIC Bo New Energy Technology Co., Ltd [1] - The cumulative voting system allows shareholders to allocate their voting rights when electing multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several candidates [1][2] Summary by Sections Cumulative Voting System - The cumulative voting system is defined as a voting method where each shareholder's voting rights equal the product of their shares and the total number of directors to be elected [1] - Shareholders can choose to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] Election Procedures - The election of independent and non-independent directors will be conducted separately to ensure compliance with the company's articles of association [2] - The voting rights for independent directors are calculated based on the number of shares held multiplied by the number of independent directors to be elected, and similarly for non-independent directors [2][3] Voting Methodology - Shareholders can cast their cumulative votes either separately or all at once for any director candidate [3] - If a shareholder's voting exceeds their cumulative voting rights, that portion of the vote will be considered invalid [3][4] Election Outcomes - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights present at the meeting [4] - If the number of candidates exceeds the number of positions, a second round of voting will be held if necessary [4] Legal Compliance - The implementation rules will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [5]

Core Points - The document outlines the investor relations management system of Jiangsu CITIC Bo New Energy Technology Co., Ltd, aiming to enhance communication with investors and protect their rights [1][2] - The management system is based on principles of fairness, transparency, and compliance with relevant laws and regulations [3][4] Group 1: Objectives and Principles - The objectives of investor relations management include fostering a positive relationship with investors, establishing a stable investor base, and enhancing corporate governance [2][5] - The basic principles include compliance, equality, proactivity, and integrity in managing investor relations [3][6] Group 2: Communication and Disclosure - The company will utilize multiple channels for investor communication, including its website, social media, and direct interactions such as meetings and roadshows [5][6] - Information disclosure will be conducted through designated media and platforms, ensuring that all investors receive equal access to information [10][11] Group 3: Investor Engagement - The company will actively engage with small and medium investors, providing opportunities for participation in meetings and discussions [6][12] - Investor meetings will cover various topics, including industry status, company strategy, financial performance, and risks [6][12] Group 4: Responsibilities and Training - The board secretary is responsible for investor relations, supported by the securities department, which handles daily operations and communication [13][14] - Employees involved in investor relations must possess good character, professional knowledge, and communication skills [13][14] Group 5: Compliance and Record Keeping - The company must maintain records of investor relations activities, including communications and disclosures, to ensure compliance with regulations [16][17] - Any communication with specific investors must be documented, and the company must ensure that no undisclosed material information is shared [16][17]

General Principles - The rules are established to regulate the behavior of Jiangsu CITIC Bo New Energy Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [2] - Temporary meetings must be convened within two months if circumstances arise that require such meetings [2] Meeting Convening Procedures - The board of directors is responsible for convening shareholder meetings within the specified timeframes [3][4] - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [3][4] Proposal and Notification - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [14] - Shareholders holding at least 1% of shares can submit temporary proposals, which must be announced prior to the meeting [15][16] Meeting Conduct - Shareholder meetings must be held at the company's registered address or a location specified in the articles of association [21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] Voting Procedures - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [37] - Voting results must be announced immediately after the meeting, and detailed records must be kept [40][41] Decision Making - Resolutions passed at the shareholder meeting must be announced promptly, including details of the voting results and the number of shares represented [40][41] - If a proposal is not approved, it must be highlighted in the announcement [41] Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and failure to do so may result in penalties from regulatory bodies [48][49] - The board and management are responsible for executing shareholder resolutions and ensuring the company's normal operations [16][49]