证券代码: 002104 证券简称: 恒宝股份 恒宝股份有限公司 独立董事提名人声明与承诺 提名人恒宝股份有限公司董事会现就提名丰旭惠为恒宝股份有限公司第 9 届董事会独立董事候选 人发表公开声 明。被提名人已书面同意作为恒宝股份有限公司第 9 届董事会独立董事候选人（参见该独立董事候选 人声明）。本次 提名是在充分了解被提名人职业、学历、职称、详细的工作经历、全部兼职、有无重大失信等不良记 录等情况后作出 人不存在利害关系或者其他可能影响独立履职情形的密切关系。 √是 □否 二、被提名人不存在《中华人民共和国公司法》第一百七十八条等规定不得担任公司董事的情形。 √是 □否 三、被提名人符合中国证监会《上市公司独立董事管理办法》和深圳证券交易所业务规则规定的独立 董事任职资格和 条件。 √是 □否 四、被提名人符合公司章程规定的独立董事任职条件。 的，本提名人认为被提名人符合相关法律、行政法规、部门规章、规范性文件和深圳证券交易所业务 规则对独立董事 候选人任职资格及独立性的要求，具体声明并承诺如下事项： 一、被提名人已经通过恒宝股份有限公司第 8 届董事会提名委员会或者独立董事专门会议资格审查， 提名人与被 ...

恒宝股份有限公司（以下简称"公司"）于2025年8月26日召开第八届董事 会第十五次临时会议，审议通过了《修订 <公司章程> 的议案》。 一、修订《公司章程》的基本情况 为进一步完善公司法人治理结构，促进公司规范运作，根据《中华人民共和 国公司法》《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司 章程指引》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监 管指引第1号——主板上市公司规范运作》等有关法律、法规及规范性文件的规 定，公司拟对《公司章程》的相关条款进行修订。 本次修订《公司章程》事项尚需提交公司股东大会审议，并提请股东大会授 权公司管理层根据上述变更办理相关工商变更登记手续。经股东大会审议通过后， 公司将不再设置监事会及监事，公司监事会相关制度相应废止。 二、章程修订的具体内容 董事会同意公司对《公司章程》中的相关条款进行修订，具体修订内容如下： 第一条 第一条 为维护公司、股东和债权人的合法权益，规范公 为维护公司、股东、职工和债权人的合法权益， 司的组织和行为，根据《中华人民共和国公司法》 规范公司的组织和行为，根据《中华人民共和国 （以下简称"《公司法》"）、《中华人 ...

General Provisions - The purpose of the management system is to enhance the management of subsidiaries, establish effective control mechanisms, and ensure that the operational goals align with the company's strategic objectives [2][3] - The system applies to subsidiaries where the company holds more than half of the voting rights or can control more than half through agreements [1] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholders' meeting and appoints representatives to the board of directors and senior management [4] - Senior management personnel nominated or appointed by the company must fulfill their duties, ensure compliance with laws, and report on operational conditions [5][6] Financial Management - The basic tasks of financial management include implementing national fiscal and tax policies, ensuring the legality and completeness of accounting data, and effectively controlling operational risks [13] - Subsidiaries must adhere to the company's accounting policies and submit financial reports for auditing [17] Operational Decision-Making Management - Subsidiaries must comply with national laws and align their operational plans with the company's overall strategy [21][22] - Any significant transactions exceeding the subsidiary's authority require approval from the company or its board [23] Information Disclosure Management - Subsidiaries must provide accurate and timely information to the company and cannot disclose insider information without approval [29][30] - The chairman or executive director of the subsidiary is responsible for information management [34] Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [37] - Subsidiaries must prepare for audits and provide all necessary documentation [39]

Core Points - The article outlines the information disclosure management system of Hengbao Co., Ltd, emphasizing the importance of compliance with laws and regulations to protect shareholders' rights [2][3][4] - The company is committed to ensuring that all information disclosed is accurate, complete, and timely, adhering to principles of fairness and transparency [4][5][6] - The document specifies the types of reports that must be disclosed, including periodic reports, temporary reports, and prospectuses, along with the responsibilities of various stakeholders in the disclosure process [14][23][29] Group 1 - The company must disclose information in accordance with the Company Law, Securities Law, and relevant regulations from the China Securities Regulatory Commission and Shenzhen Stock Exchange [2][3] - Information disclosure is a continuous responsibility, requiring the company to provide timely updates on any information that may significantly impact stakeholders' decisions [4][5] - The company must ensure that all disclosed information is consistent across all platforms and that any announcements are made through designated media first [3][4][6] Group 2 - The types of documents that need to be disclosed include periodic reports (quarterly, semi-annual, and annual), temporary reports, and prospectuses for new stock issuance [14][23] - The company is required to ensure that all periodic reports are audited by qualified accounting firms and that they reflect the true financial status of the company [23][24] - The responsibilities for information disclosure are clearly defined, with the board of directors and senior management held accountable for the accuracy and completeness of the disclosed information [41][42][43] Group 3 - The company must report any significant events that could affect its stock price, including major transactions, changes in management, and legal issues [33][34][35] - There are specific thresholds for reporting related party transactions and other significant financial activities, ensuring transparency in operations [10][11][12] - The company is required to maintain confidentiality regarding insider information until it is legally disclosed, preventing insider trading [4][19][34]

Core Viewpoint - Hengbao Co., Ltd. has elected Mr. Chen Xiaobo as the employee representative director for the ninth board of directors, following the expiration of the eighth board, in compliance with relevant laws and regulations [1]. Group 1: Election Announcement - The eighth board of directors of Hengbao Co., Ltd. has reached its term limit, prompting the company to hold an employee representative assembly on August 22, 2025, to elect a new employee representative director [1]. - Mr. Chen Xiaobo was democratically elected as the employee representative director and will join the five non-independent directors elected at the first extraordinary shareholders' meeting of 2025 [1]. - The election of the employee representative director will not result in the number of directors who are also senior management exceeding half of the total number of directors on the board [1]. Group 2: Mr. Chen Xiaobo's Profile - Mr. Chen Xiaobo, born in December 1985, holds a master's degree from Central South University and has a background in software development and project management [3]. - He has worked at CITIC Network Technology Co., Ltd. (now Beijing Lingyan Technology Co., Ltd.) from June 2009 to May 2016, and has held various positions at Hengbao since June 2016, currently serving as the deputy general manager of the Digital and Data Technology Division [3]. - Mr. Chen does not hold any shares in the company and has no relationships with shareholders holding more than 5% of the company's shares, nor has he served as a director or senior management in other institutions in the past five years [3].

Core Viewpoint - Hengbao Co., Ltd. is undergoing a board restructuring, with the ninth board to consist of 9 directors, including 6 non-independent directors and 3 independent directors, following the completion of the eighth board's term [1][2]. Board Restructuring - The ninth board will include 9 directors: 6 non-independent (including 1 employee representative) and 3 independent directors [1]. - Candidates for non-independent directors include Qian Jing, Xu Xiaoling, Tan Xia, Mao Weiwei, and Chen Meimei; independent director candidates are Wang Pei, Huang Wei, and Feng Xuhui [1][2]. - The election will use a cumulative voting system, and independent director candidates must pass regulatory review before being presented to the shareholders [2]. Candidate Qualifications - Qian Jing, Xu Xiaoling, and Chen Meimei have faced administrative penalties from the China Securities Regulatory Commission and disciplinary actions from the Shenzhen Stock Exchange in the past three years [2]. - The board believes that the candidates have significant experience and understanding of the company's operations, which will not hinder the company's compliance and governance [3]. Compliance and Governance - The composition of the ninth board meets legal requirements, ensuring that independent directors constitute at least one-third of the board [3]. - The current board will continue to fulfill its responsibilities until the new board is officially appointed [3]. Candidate Profiles - Qian Jing: Holds a master's degree in law and has extensive experience in management roles within the company [5]. - Xu Xiaoling: Has a master's degree and has served in various financial management positions [6]. - Chen Meimei: Has been with the company since 2014, holding multiple key positions [7]. - Tan Xia: Has a background in sales and management within the company [9]. - Mao Weiwei: Currently serves as the general manager of the manufacturing services division [9]. - Wang Pei: A lawyer with significant experience in corporate governance [10]. - Huang Wei: A certified public accountant with experience in financial management [11]. - Feng Xuhui: A registered tax advisor and accountant with relevant qualifications [13].

恒宝股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范本公司董事会的议事方式和决策程序，促使董事和董事会有 效地履行其职责，提高董事会规范运作和科学决策水平，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》）、《深圳证券交易所股票上市规则》（以下简称《股票上市规则》）、 《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等 相关法律、法规和《恒宝股份有限公司章程》（以下简称《公司章程》）的有关 规定，制订本规则。 意见，初步形成会议提案后交董事长拟定。 第二条 董事会办公室 董事会下设董事会办公室，处理董事会日常事务。 董事会秘书兼任董事会办公室负责人，保管董事会和董事会办公室印章。 第三条 董事会专门委员会 董事会下设战略委员会、提名委员会、审计委员会和薪酬与考核等专门委员 会。各专门委员会的工作细则另行制订。 第四条 定期会议 董事会会议分为定期会议和临时会议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第五条 定期会议的提案 在发出召开董事会定期会议的通知前，董事会办公室应当充分征求各董事的 董事长在拟定提案 ...

General Principles - The purpose of the external investment management system is to strengthen internal control over external investment activities, standardize investment behavior, prevent risks, ensure safety, and improve investment efficiency [1] - External investment refers to long-term investments made by the company in other legal entities or economic organizations, aimed at expanding operations or implementing strategies, using various forms of assets [1] Compliance and Approval - All investment activities must comply with national laws, industry policies, and the company's long-term development strategy, contributing to sustainable growth and overall economic benefits [2] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and chairman [4] - Certain investment matters must be approved by the board of directors and disclosed if they meet specified financial thresholds, such as exceeding 10% of audited annual revenue or net profit [3][4] Feasibility and Management - An investment review team is responsible for assessing project value and investment rationality, providing preliminary opinions on external investments [8] - After initial approval, due diligence is conducted by relevant departments or qualified intermediaries to evaluate the investment project [9] - The company will appoint personnel to monitor and manage significant matters of the invested enterprises, ensuring the protection of its interests [10][11] Financial Management and Auditing - The finance department is tasked with comprehensive financial recording and accounting for external investments, adhering to accounting standards [14] - Annual checks on external investments are mandated, with the auditing department conducting special audits on subsidiaries included in the consolidated financial statements [16] Transfer and Recovery of Investments - The company may recover investments under specific conditions, such as the expiration of the investment period or the invested entity's inability to continue operations [19] - Transfers of external investments must comply with relevant laws and regulations, with prior analysis and justification required before any disposals [22] Information Disclosure - The company must fulfill information disclosure obligations regarding external investments in accordance with relevant regulations and guidelines [23] - Subsidiaries are required to adhere to the company's disclosure management system, ensuring the parent company retains the right to information [25]

Core Viewpoint - The document outlines the risk investment management system of Hengbao Co., Ltd., emphasizing the need for regulatory compliance, risk control, and protection of investor interests while detailing the procedures and principles governing risk investments [1][2]. Group 1: General Principles - The risk investment is defined as investments in securities, real estate, trust products, and other recognized investment behaviors, aimed at enhancing capital efficiency and generating returns [1]. - The company must adhere to national laws and regulations, prevent investment risks, and ensure that investments do not disrupt normal business operations [2]. - The funding for risk investments must come from the company's own funds, including capital, retained earnings, and operational liquidity, and cannot involve raised funds for securities trading [2][3]. Group 2: Decision-Making Authority - Risk investment decisions must follow legal approval processes as per stock listing rules and company regulations [3]. - The securities department is responsible for drafting investment proposals, which must include investment objectives, amounts, methods, and potential impacts on the company [3][4]. - The board of directors must ensure that internal control systems are in place and that investment risks are manageable [4]. Group 3: Management Control Procedures - The chairman of the board is the primary responsible person for risk investment management, overseeing agreements and contracts [5]. - The finance department manages the funds for risk investments, while the internal audit department conducts audits and reports on investment projects [5][6]. - The audit committee reviews investment risks and compliance with internal controls, reporting on projects that do not meet expected benefits [6][7]. Group 4: Securities Investment Guidelines - Securities investments must be conducted according to approved plans, ensuring risk prevention and secure fund operations [6]. - New stock subscriptions require designated personnel to manage the process and report outcomes to the chairman [6][7]. - Investments should focus on blue-chip stocks and avoid those with significant risks or governance issues [7]. Group 5: Information Disclosure - The company must fulfill its obligation to disclose risk investment activities in accordance with regulatory requirements [8]. - Regular reports should include details on the investment portfolio, including types, amounts, and performance [8][9]. - Financial departments are responsible for daily accounting of securities investments and ensuring compliance with accounting standards [9]. Group 6: Accountability and Compliance - The company will hold individuals accountable for unauthorized risk investment activities or violations of regulations [10]. - Accountability measures will be enforced for those who provide false information or fail to report significant losses [10]. - The company will adhere to relevant laws and regulations for any matters not covered in the investment management system [12].

Core Points - The document outlines the fundraising management measures of Hengbao Co., Ltd, aiming to regulate the management of raised funds and improve their utilization efficiency [1][2] - It emphasizes the importance of adhering to legal regulations and company commitments regarding the use of raised funds [1][2] Fundraising Management - The company must ensure that the use of raised funds aligns with the commitments made in the issuance application documents and must not change the intended use without proper disclosure [1][2][3] - The board of directors is responsible for the effective implementation of these measures and must monitor the management and usage of raised funds [2][3] Fund Storage - Raised funds should be stored in a designated special account, and any excess funds must also be managed within this account [3][4] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being received [3][4] Fund Usage - Funds should primarily be used for the main business activities, and high-risk investments are prohibited [5][6] - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [5][6] Project Feasibility and Reporting - If a fundraising project faces significant changes in market conditions or delays, the company must reassess its feasibility and report the findings [5][6][7] - Any changes in the use of funds or project implementation must be approved by the board and disclosed to shareholders [6][7] Supervision and Audit - The accounting department must maintain detailed records of fund usage, and internal audits should be conducted quarterly [15][16] - The board must regularly review the status of fundraising projects and report any discrepancies in fund usage [15][16][17] Conclusion - The measures are designed to ensure that the company manages its raised funds responsibly, adhering to legal requirements and maintaining transparency with stakeholders [1][2][3]