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 投资者关系管理制度 （2025 年 08 月） 第一章 总 则 第一条 为了加强北京海新能源科技股份有限公司（以下称"公司"）与投 资者和潜在投资者（以下合称"投资者"）之间的信息沟通，切实建立公司与投 资者（特别是社会公众投资者）的良好沟通平台，完善公司治理结构，切实保护 投资者（特别是社会公众投资者）的合法权益，形成公司与投资者之间长期、稳 定、和谐的良性互动关系，特制定本制度以供有关各方遵守。 第二条 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市 公司投资者关系管理工作指引》《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、规章、规范性文件及公司章程，并结合本公司实际情况，制定本制度。 第三条 投资者关系管理是指上市公司通过便利股东权利行使、信息披露、 互动交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资 者对公司的了解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、 回报投资者、保护投资者目的的相关活动。 第四条 公司及其控 ...

北京海新能源科技股份有限公司 证券代码：300072 证券简称：海新能科 公告编号：2025-032 北京海新能源科技股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 根据《中华人民共和国公司法》和《公司章程》的有关规定，经北京海新能 源科技股份有限公司（以下简称"公司"）第六届董事会第二十五次会议审议通过， 决定于2025年08月26日（星期二）下午2：00召开2025年第三次临时股东大会。 现将会议有关事项通知如下： 一、召开会议的基本情况 公司召开2025年第三次临时股东大会（以下简称"会议"或"股东大会"）；会议召 集程序符合有关法律、行政法规、部门规章、规范性文件及《公司章程》的规定。 （1）现场会议召开时间为：2025年08月26日（星期二）下午2:00； （4）根据相关法规应当出席股东大会的其他人员。 二、会议审议事项 （2）网络投票时间为：2025年08月26日，其中，通过深圳证券交易所系统 进行网络投票的具体时间为：2025年08月26日9:15-9:25，9:30-11:30和13:00-15:00； 通过深圳证券交易所互联网投 ...

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]

Core Viewpoint - The document outlines the management regulations for subsidiaries and branches of Beijing Hai New Energy Technology Co., Ltd, aiming to enhance operational efficiency and risk management while ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: General Provisions - The regulations are established to strengthen the management of subsidiaries and branches, ensuring standardized operations and healthy development [2]. - Subsidiaries are defined as independent legal entities established according to the company's strategic planning, including controlling and equity participations [3]. - The company retains full management rights over branches, which do not have legal person status [3]. Group 2: Comprehensive Management - Subsidiaries must establish a governance structure and internal management systems in accordance with laws and their articles of association [4]. - Major meetings of subsidiaries must be reported to the company's board office for approval if necessary [4][5]. - The company appoints directors and senior management to subsidiaries, who are responsible for executing these regulations [7][8]. Group 3: Human Resources and Compensation Management - The company appoints or recommends directors and senior management based on investment ratios or agreements [8]. - Subsidiaries must implement a public recruitment system for hiring employees and establish corresponding human resource management policies [10][11]. Group 4: Operational Management - Subsidiaries must comply with national laws and the company's strategic objectives in their operational activities [12]. - The operational management system emphasizes planning and goal management, with annual plans serving as the basis for performance evaluation [11][12]. Group 5: Financial Management - Subsidiaries must adhere to the company's financial management system and submit financial reports for review [15][16]. - All financial activities, including budgeting and reporting, must align with the company's overall financial policies [15][16]. Group 6: Investment Management - Subsidiaries must seek company approval for significant investments and ensure compliance with investment principles [19]. - Major contracts exceeding 10% of the latest audited net assets require prior approval from the company [19]. Group 7: Development Strategy Management - Subsidiaries are required to develop medium- and long-term plans in line with the company's strategic objectives [47][48]. - Any significant operational adjustments must undergo a feasibility study and approval process [49]. Group 8: Information Disclosure Management - The company's board office is responsible for managing information disclosure, with strict protocols for reporting significant events [51][52]. - Subsidiaries must report major business and financial matters promptly to the company [53]. Group 9: Audit Management - The company conducts internal audits of subsidiaries to ensure compliance with laws and regulations [56][57]. - Subsidiaries must cooperate with internal audits and implement recommendations from audit findings [59]. Group 10: Performance Assessment and Rewards - Subsidiaries must establish performance assessment systems that align with the company's requirements [61]. - Senior management's performance is evaluated annually based on the company's operational results [62].

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].