Group 1 - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, in accordance with relevant laws and regulations [1][2][3] - The registered capital of the company is set at RMB 2,349,720,302 [1][4] - The company’s legal representative will be determined within thirty days following the resignation of the current representative [1][5] Group 2 - The company’s shares are categorized into ordinary shares, totaling 2,349,720,302 shares, with no other types of shares issued [1][7] - The company is prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [1][8] - The company can issue shares through various methods, including public offerings and private placements, as approved by the shareholders' meeting [1][9] Group 3 - The company’s articles of association serve as a legally binding document governing the rights and obligations among the company, shareholders, directors, and senior management [1][5] - Shareholders have the right to request information and participate in meetings, exercising their voting rights [1][13] - The company must disclose information regarding significant events and comply with legal obligations following court judgments [1][16] Group 4 - The company’s shareholders are required to adhere to laws and regulations, and they are liable for their subscribed shares [1][20] - Major transactions and related party transactions must be approved by the shareholders' meeting [1][28] - The company must ensure that its controlling shareholders and actual controllers act in accordance with laws and regulations to protect the interests of the company and its shareholders [1][24]

Core Viewpoint - Beijing Hai New Energy Technology Co., Ltd. announced that its wholly-owned subsidiary, Shenyang Sanju Kait Catalyst Co., Ltd., will apply for a bank credit limit of up to RMB 180 million, with a guarantee from its indirect controlling shareholder, Beijing Haidian District State-owned Assets Investment Group Co., Ltd. [2][6] Group 1: Related Transactions Overview - The subsidiary plans to apply for a comprehensive credit limit of up to RMB 180 million from China Construction Bank, with an exposure limit of up to RMB 130 million [2][6] - The guarantee provided by the controlling shareholder will not exceed RMB 130 million, and the guarantee fee will be 0.5% of the actual guarantee amount, totaling no more than RMB 650,000 [2][6] Group 2: Financial Data - As of March 31, 2025, the total assets of the company were RMB 218.83 billion, with total liabilities of RMB 173.57 billion, resulting in net assets of RMB 45.26 billion [4][5] - The company reported a revenue of RMB 56.39 million for the first quarter of 2025, compared to RMB 242.47 million for the entire year of 2024 [5] Group 3: Impact and Purpose of the Transaction - The proposed credit limit will help the subsidiary expand its financing channels and optimize its financing structure, providing long-term financial support for its operations [7] - The transaction is expected to have a positive impact on the company's development and will not affect the normal use of assets or the independence of its business [7][8] Group 4: Approval and Compliance - The transaction was approved unanimously by the board of directors and the independent directors, confirming that it adheres to market pricing principles and does not harm the interests of the company or its shareholders [6][8]

Core Points - The document outlines the annual audit committee work system for Beijing Hai New Energy Technology Co., Ltd, aimed at enhancing corporate governance and protecting shareholder interests [1][2] - The audit committee is responsible for overseeing the external audit process, ensuring the integrity of financial reports, and evaluating internal controls [3][4] Group 1 - The audit committee will coordinate with the accounting firm to determine the timeline for the annual financial report audit [1] - The committee must ensure that the external audit firm submits the audit report within the agreed timeframe and document the follow-up process [2] - The committee is tasked with reviewing the financial reports for accuracy and completeness, focusing on potential fraud or misstatements [2][3] Group 2 - The audit committee will recommend the appointment or replacement of external auditors and review their fees and contracts, free from undue influence [2] - After the completion of the annual audit report, the committee will hold a meeting to vote on the report and submit it to the board for approval [2] - The committee must disclose any changes in the auditing firm during the audit period and ensure proper evaluation of the reasons for such changes [2][3] Group 3 - The audit committee will guide the internal control review process and assess the effectiveness of internal controls based on submitted reports [3] - The internal control self-assessment report must include various elements, such as the board's declaration of the report's authenticity and details on any identified deficiencies [3] - The committee members are obligated to maintain confidentiality during the report preparation and review process [4]

北京海新能源科技股份有限公司 北京海新能源科技股份有限公司 分、子公司管理办法 （2025 年 08 月） 第一章 总 则 第一条 为加强北京海新能源科技股份有限公司（以下简称"公司"或"母 公司"）对分公司、子公司的管理，建立有效的管控与整合机制，促进分公司与 子公司规范运作、有序健康发展，提高公司整体运作效率和抗风险能力，切实维 护公司和投资者利益，根据《中华人民共和国公司法》 （以下简称"《公司法》" ）、 《深圳证券交易所创业板股票上市规则》、《深圳证券交易所上市公司自律监管 指引第 2 号——创业板上市公司规范运作》等法律、行政法规、规范性文件以及 《北京海新能源科技股份有限公司章程》（以下简称"《公司章程》"）等有关 制度的规定，结合公司实际情况，特制定本办法。 （二）参股企业，是指公司直接或间接持股比例不超过 50%，且公司在该子 公司的经营与决策活动中不具有控制性影响的企业。 本办法所称"分公司"是指由公司投资注册但不具有法人资格的公司。 第三条 子公司以其全部财产对其自身的债务承担责任。子公司为有限责任 公司的，母公司以其认缴的出资额为限对子公司承担责任；子公司为股份有限公 司的，母公司以其 ...

Core Viewpoint - The article outlines the insider information management system of Beijing Hai New Energy Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure. Group 1: General Principles - The company establishes this system to enhance insider information management and maintain confidentiality, in accordance with various laws and regulations [2][3]. - The board of directors is responsible for managing insider information, ensuring the authenticity, accuracy, and completeness of insider information [2][3]. Group 2: Scope of Insider Information - Insider information includes significant changes in the company's operational policies, major investments, and any information that could materially affect the company's securities market price [6][7]. - Specific examples of insider information include major asset transactions exceeding 30% of total assets, significant losses, changes in major shareholders, and any legal proceedings involving the company [4][6]. Group 3: Insider Information Knowledgeable Persons - Insider information knowledgeable persons include company directors, senior management, and any personnel who may access insider information due to their roles [8][9]. - The system also covers external parties such as major shareholders and regulatory agency staff who may come into contact with insider information [9][10]. Group 4: Registration and Filing of Insider Information Knowledgeable Persons - The company must maintain a record of insider information knowledgeable persons, including their details and the circumstances under which they gained access to insider information [11][12]. - This record must be submitted to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [11][12]. Group 5: Confidentiality Management and Penalties - Insider information knowledgeable persons are obligated to maintain confidentiality and are prohibited from trading based on insider information before it is publicly disclosed [23][24]. - Violations of confidentiality can lead to penalties, including potential criminal charges for severe breaches [28][29].

Core Points - The article outlines the implementation details of the Nomination and Remuneration Committee of Beijing Hai New Energy Technology Co., Ltd, aimed at standardizing the nomination and remuneration processes for directors and senior management [1][2][3] Group 1: General Provisions - The committee is established to optimize the composition of the board and regulate the assessment and remuneration management system [1] - The committee is responsible for reviewing and proposing candidates for directors and senior management, as well as examining remuneration policies [1][2] Group 2: Composition of the Committee - The committee consists of 5 to 7 directors, with independent directors making up more than half [2] - The committee is chaired by an independent director, nominated by the chairman and approved by the board [2][3] Group 3: Responsibilities and Authority - The committee is tasked with proposing the nomination or dismissal of directors and the hiring or firing of senior management [10] - It is responsible for formulating assessment standards and remuneration policies for directors and senior management [4][10] Group 4: Decision-Making Procedures - The committee must prepare written materials regarding the needs for directors and senior management before making decisions [6][14] - The committee's decisions require a two-thirds majority of members present to be valid [22][23] Group 5: Meeting Procedures - Meetings can be regular or temporary, with regular meetings held annually [18] - The committee must maintain written records of meetings, which are to be preserved for no less than 10 years [30] Group 6: Conflict of Interest - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [32][33] - The committee can still proceed with discussions if the number of members present meets the legal requirements, even if some members recuse themselves [34]

Core Points - The document outlines the implementation details for online voting at the shareholders' meeting of Beijing Hai New Energy Technology Co., Ltd, aiming to standardize the voting process and protect investors' rights [2][3][11] Group 1: General Provisions - The online voting system is defined as the information technology system provided by the Shenzhen Stock Exchange to facilitate shareholders' voting rights [2] - The company must provide online voting services in addition to on-site voting during shareholders' meetings [3] Group 2: Preparation for Online Voting - The company is required to clearly state voting codes, voting abbreviations, voting time, proposals, and proposal types in the meeting notice [5] - The company must apply for online voting services on the trading day following the meeting notice release and verify voting information for accuracy [6][7] Group 3: Voting Methods - Shareholders can vote either through the Shenzhen Stock Exchange trading system or the internet voting system, with specific timeframes for each [9][10] - Different types of accounts, such as QFIIs and securities companies, have specific voting requirements and must seek voting opinions before participating [6][7] Group 4: Voting and Counting Rules - Each shareholder can only vote once per proposal, and any duplicate votes will be counted based on the first valid vote [8][9] - The company must separately count and disclose voting results that affect the interests of minority investors [10]

Core Viewpoint - The document outlines the external investment management system of Beijing Hai New Energy Technology Co., Ltd., aimed at strengthening investment control, standardizing investment behavior, and mitigating risks associated with external investments [2]. Group 1: General Principles - The investment management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "investment" encompasses various forms such as monetary funds, physical assets, equity, and other legal means to engage in joint ventures or cooperative operations for future profit [2][6]. Group 2: Decision-Making Structure - The decision-making bodies for investments include the shareholders' meeting, board of directors, and the general manager's office, which must adhere to established regulations and approval processes [5][9]. - The Strategic Investment Department is responsible for managing and supervising external investment matters, conducting preliminary evaluations, and providing investment recommendations [7][8]. Group 3: Investment Approval Process - A tiered approval system is in place, requiring necessary research and feasibility studies before investments can be approved [9][10]. - The investment decision process must maintain comprehensive written records, and no individual is authorized to unilaterally decide or alter investment decisions [9][11]. Group 4: Investment Management - The Strategic Investment Department is tasked with preparing annual investment plans that outline major investment directions, overall investment scale, and funding sources [17]. - Continuous market research and feasibility studies are essential for selecting investment projects that align with national policies and the company's strategic goals [10][12]. Group 5: Post-Investment Management - The company is required to conduct biannual evaluations of acquired entities to ensure compliance and operational standards [12][13]. - Post-investment evaluations should be objective and comprehensive, focusing on decision-making, operational performance, and economic benefits [12][13]. Group 6: Risk Management - Investment risk management includes both general and special risk management strategies, focusing on identifying, assessing, and mitigating risks associated with investments [14][15]. - The company must collaborate with legal and financial departments to discuss risk management measures during the feasibility analysis of investment projects [14][15]. Group 7: Financial Management - The financial management department is responsible for maintaining detailed financial records for each investment project, ensuring compliance with accounting standards [15][16]. - Financial oversight extends to wholly-owned and controlled subsidiaries, with monthly financial reports required for consolidated analysis [15][16].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of its financial reporting [2][3]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of information disclosures [2]. - Significant errors are defined as those that could materially affect users' judgments regarding the company's financial status, operational results, and cash flows [2][3]. - The accountability system applies to various stakeholders, including major shareholders, board members, senior management, and other relevant personnel involved in the annual report disclosure process [3]. Group 2: Accountability Procedures - The system outlines principles for accountability, including objectivity, fairness, and proportionality between fault and responsibility [3]. - The board office, under the secretary's leadership, is responsible for collecting and summarizing materials related to accountability and proposing handling plans to the board for approval [3][5]. - Specific circumstances that warrant accountability include violations of accounting standards and regulations that lead to significant errors in disclosures [3][4]. Group 3: Forms of Accountability - The forms of accountability may include economic compensation determined by the board based on the circumstances of the incident [5]. - Decisions regarding the recognition and handling of significant errors in disclosures will be disclosed externally through temporary announcements [5]. Group 4: Additional Provisions - The accountability procedures for quarterly and semi-annual report disclosures will follow similar guidelines as those for annual reports [6]. - The terms used in this system align with those defined in the company's articles of association [7]. - The system will take effect upon approval by the board and will be subject to revision as necessary [7].

Core Viewpoint - The document outlines the management system for the shareholding and trading activities of directors and senior management at Beijing Hai New Energy Technology Co., Ltd, emphasizing compliance with relevant laws and regulations to prevent insider trading and ensure transparency in share transactions [3][4][5]. Group 1: General Principles - The system aims to strengthen the declaration, disclosure, supervision, and management of shareholding and trading activities by directors and senior management [3]. - It is based on various legal frameworks including the Company Law and Securities Law of the People's Republic of China [3][4]. Group 2: Trading Regulations - Directors and senior management must notify the company secretary in writing of their trading plans before executing any trades [4][5]. - They are prohibited from engaging in illegal trading activities such as insider trading and market manipulation [4][5]. Group 3: Reporting and Disclosure - Directors and senior management are required to report their shareholding changes within two trading days of any change [12][13]. - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring accurate and timely disclosures [5][6]. Group 4: Restrictions on Share Transfers - There are specific periods during which directors and senior management are not allowed to sell shares, including 15 days before the announcement of annual or semi-annual reports [13][14]. - Certain conditions restrict the transfer of shares, such as being within one year of the company's stock listing or within six months after leaving the company [7][12]. Group 5: Penalties for Violations - Violations of the established rules may result in disciplinary actions, including warnings, demotions, or legal consequences [21][40]. - The company is obligated to document and report any violations to the relevant regulatory authorities [41].