Core Viewpoint - The company is preparing for the election of its fourth board of directors, with nominations for both independent and non-independent directors submitted for shareholder approval [1][2]. Group 1: Board Election Process - The third board of directors will be replaced following the completion of its term, with the election process adhering to relevant laws and regulations [1][2]. - The fourth board will consist of 9 directors, including 6 non-independent directors and 3 independent directors [1][2]. Group 2: Nominated Candidates - The company has nominated several candidates for the fourth board, including non-independent directors such as Luo Chuan Kui, Wen Peng Fei, Yuan Jun Wei, Zhang Jian Ding, and Song Yue Yue [2][3]. - Independent director candidates include Wang Fang, Zhang Mei Xia, and Zhong Yong, all of whom meet the qualifications required for independent directors [2][3]. Group 3: Candidate Qualifications - All nominated independent directors have not served more than six years in continuous terms and possess the necessary qualifications and independence [2][5]. - The total number of directors who are also senior management or employee representatives does not exceed half of the total board members [2][5]. Group 4: Shareholder Meeting - The election of the new board will be presented at the company's second extraordinary general meeting of shareholders in 2025, using a cumulative voting system for each candidate [2][3]. - The newly elected board will serve a term of three years starting from the approval date of the shareholders' meeting [2][3].

Core Points - The document outlines the regulations and responsibilities of the board secretary of Shanghai Nenghui Technology Co., Ltd, ensuring compliance with relevant laws and company bylaws [1][2][6] - The board secretary is a senior management position responsible for various duties including information disclosure, investor relations, and board meeting organization [2][4] - The qualifications and disqualifications for the board secretary position are clearly defined, emphasizing the need for integrity and professional ethics [1][2][5] Summary by Sections Section 1: Appointment and Qualifications - The company appoints one board secretary who must have at least a bachelor's degree and relevant knowledge in finance, law, and management [1] - Individuals with certain disqualifying conditions, such as legal penalties or professional misconduct, are prohibited from serving as board secretary [1][2] Section 2: Responsibilities - The board secretary is responsible for managing information disclosure, coordinating investor relations, and ensuring compliance with legal obligations [2][4] - The secretary must maintain confidentiality regarding undisclosed information and ensure proper communication between the board and stakeholders [2][4] Section 3: Authority and Support - The board secretary has the authority to access financial and operational information and must be supported by other management and departments [3][4] - The company is required to provide necessary conditions for the board secretary to fulfill their duties effectively [3] Section 4: Termination and Transition - The board must have valid reasons for terminating the board secretary, and a transition plan must be in place if the position becomes vacant [5][6] - The company must appoint a new board secretary within three months of a vacancy and ensure that the outgoing secretary completes a handover process [5][6]

Core Viewpoint - The document outlines the external guarantee management system of Shanghai Nenghui Technology Co., Ltd., emphasizing the need for legal compliance, risk control, and proper decision-making processes for external guarantees [1][2][4]. Group 1: General Principles - The external guarantee refers to the company providing guarantees for debts owed by debtors to creditors, including various forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing guarantees [1]. Group 2: Decision-Making Authority - The shareholders' meeting and the board of directors are the decision-making bodies for external guarantees, requiring approval before any guarantees can be provided [2]. - Guarantees provided by subsidiaries must also be approved by the company, and subsidiaries cannot provide mutual guarantees without approval [2][3]. Group 3: Risk Control Measures - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to fulfill the obligation [7]. - If a subsidiary provides guarantees, other shareholders should ideally provide equal guarantees or counter-guarantees based on their investment proportions [3]. Group 4: Approval Process - Guarantees exceeding 50% of the company's latest audited net assets or 30% of total assets require shareholder approval [4][5]. - The board of directors must review and approve all external guarantees, with a two-thirds majority required for approval [15]. Group 5: Application and Review Procedures - The finance director and finance department are responsible for receiving and reviewing guarantee applications, ensuring the authenticity of the provided information [6][20]. - The company must refuse guarantees if the applicant has a poor credit history or if the funding does not comply with national laws [21]. Group 6: Ongoing Management and Risk Monitoring - The company must establish a written contract for each guarantee, ensuring compliance with relevant laws and regulations [10]. - Continuous monitoring of the financial status and repayment ability of the guaranteed party is required, with timely actions taken if any adverse conditions arise [33]. Group 7: Legal Responsibilities - All directors and senior management must strictly adhere to the established procedures for external guarantees and are liable for any losses resulting from violations [37][38]. Group 8: Implementation and Amendments - The system will be implemented upon approval by the shareholders' meeting, with the board of directors authorized to interpret the regulations [41].

上海能辉科技股份有限公司 （2025 年 7 月修订） 第一章 总则 第一条 为了规范上海能辉科技股份有限公司（以下简称"公司"）募集资金 的管理和使用，保护投资者的权益，依照《中华人民共和国公司法》《中华人民 共和国证券法》《上市公司募集资金监管规则》《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》等有关法律法规及规范性文件的规定，结合公司实际情况，特制定本制 度。 第二条 本制度所称募集资金，是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，不包括公司为实施股权激励计 划募集的资金。 第三条 公司董事会应当负责建立健全募集资金管理制度并确保该制度的有 效执行，公司应当制定募集资金的详细使用计划，组织募集资金投资项目（以下 简称"募投项目"）的具体实施，做到募集资金使用的公开、透明和规范。 募投项目通过公司子公司或公司控制的其他企业实施的，公司应当采取适当 措施保证该子公司或被控制的其他企业遵守本制度的各项规定。 第二章 募集资金的存储 实际募集资金净额超过计划募集资金金额（以下简称"超募资金"）也应当存 放 ...

Core Viewpoint - The document outlines the regulations and procedures for Shanghai Nenghui Technology Co., Ltd. regarding external financial assistance to prevent financial risks and ensure stable operations [1][2][3]. Group 1: Financial Assistance Regulations - The company and its subsidiaries can provide financial assistance only to subsidiaries where it holds more than 50% of the shares, excluding those with related party shareholders [1][2]. - Financial assistance includes both paid and unpaid funds, such as loans, and must adhere to specific conditions outlined in the document [1][3]. - The company is prohibited from providing financial assistance to directors, senior management, controlling shareholders, and their related parties [2][3]. Group 2: Approval Process - All external financial assistance must be approved by the board of directors, requiring a two-thirds majority vote from non-related directors [4][5]. - If the financial assistance exceeds 10% of the company's latest audited net assets or if the recipient's debt ratio exceeds 70%, it must also be approved by the shareholders' meeting [4][5]. - The board must evaluate the recipient's financial health, industry outlook, and repayment ability before approving assistance [4][5][6]. Group 3: Information Disclosure - The company must disclose details of financial assistance, including the purpose, recipient's financial status, and risk mitigation measures [6][7]. - If the recipient fails to repay on time or faces financial difficulties, the company must disclose this information and the measures taken [7][8]. - The company is responsible for ongoing monitoring of the financial assistance provided and must report any issues to the board [8][9]. Group 4: Responsibilities and Compliance - The finance department is tasked with assessing the risks associated with financial assistance, while the internal audit department reviews these assessments [8][9]. - Any violations of these regulations that result in losses or negative impacts will lead to accountability for the responsible personnel [9].

Core Viewpoint - The document outlines the regulations and procedures for managing the shareholding and trading activities of directors and senior management of Shanghai Nenghui Technology Co., Ltd, emphasizing compliance with relevant laws and regulations to prevent insider trading and market manipulation [1][2][3]. Group 1: Shareholding Management - Directors and senior management must be aware of laws regarding insider trading and market manipulation before trading company shares [1][2]. - The shares held by directors and senior management include those registered in their own accounts and those held through others, but they are prohibited from short selling company shares [2][3]. - There are specific restrictions on transferring shares within certain timeframes, such as one year after the company's stock is listed and six months after leaving the company [2][3][4]. Group 2: Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, including 15 days before the annual and semi-annual reports and five days before quarterly reports [3][4]. - The maximum amount of shares that can be transferred in a year is limited to 25% of the total shares held, with exceptions for certain circumstances [4][5]. Group 3: Information Disclosure - The company secretary is responsible for managing the shareholding data of directors and senior management and must report any violations to the Shenzhen Stock Exchange [6][7]. - Any shareholding changes must be reported within two trading days, including details such as the number of shares before and after the change [8][9]. Group 4: Compliance and Penalties - If directors or senior management violate trading regulations, the company board must recover any profits made from such trades and disclose the situation [9][10]. - The company must ensure that all shareholding information is accurate and timely reported to the relevant authorities [12][13]. Group 5: Additional Provisions - The document specifies that any additional restrictions on share transfers must be reported to the Shenzhen Stock Exchange [10][11]. - The company must comply with national laws and regulations, and any inconsistencies with the company's internal rules must defer to the legal standards [15][16].

Core Points - The document outlines the regulations and procedures for related party transactions of Shanghai Nenghui Technology Co., Ltd, ensuring fairness and protection of the rights of non-related shareholders [1][2][3] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4] - Legal entities that are considered related parties include those that directly or indirectly control the company or hold more than 5% of its shares [2][4] - Natural persons considered related parties include shareholders holding more than 5% of shares, directors, and senior management [2][5] Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial support [4][5] - The company must ensure that related transactions do not deviate from market prices and are conducted on an equal and voluntary basis [4][5] Group 3: Decision-Making and Disclosure Procedures - Transactions exceeding 300,000 yuan with related legal entities or 30,000 yuan with related natural persons require board approval and must be disclosed [5][6] - Related transactions that exceed 3 million yuan and account for more than 5% of the company's net assets must be submitted for shareholder approval [5][6] Group 4: Exemptions and Special Cases - Certain transactions, such as public tenders or those providing unilateral benefits to the company, may be exempt from shareholder approval [6][7] - The company must disclose any related transactions that may significantly impact its financial status or operational results [9][10] Group 5: Record Keeping and Compliance - The board secretary is responsible for maintaining records of related transaction decisions and resolutions [12][13] - The regulations may be amended by the board in accordance with relevant laws and company articles, subject to shareholder approval [12][13]

上海能辉科技股份有限公司 （2025 年 7 月修订） 第一章 总则 第四条 董事会设董事会秘书，负责公司股东会和董事会会议的筹备、文件 保管以及公司股东资料管理、办理信息披露事务等事宜。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。董事会秘书可以指定证券事务 代表等有关人员协助其处理日常事务。 第二章 董事 第五条 董事由自然人担任。有下列情形之一的，不能担任公司的董事： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾 5 年，被宣告缓刑的， 自缓刑考验期满之日起未逾 2 年； （三）担任破产清算的公司、企业的董事或者厂长、总经理，对该公司、企 业的破产负有个人责任的，自该公司、企业破产清算完结之日起未逾 3 年； （四）担任因违法被吊销营业执照、责令关闭的公司、企业的法定代表人， 并负有个人责任的，自该公司、企业被吊销营业执照、责令关闭之日起未逾 3 年； （五）个人所负数额较大的债务到期未清偿被人民法院列为失信被执行人； 第一条 为明确上海能辉科技股份有限公司（以下简 ...

General Provisions - The implementation rules aim to improve the corporate governance structure of Shanghai Nenghui Technology Co., Ltd. and ensure the rights of shareholders in electing directors, particularly protecting the interests of minority shareholders [1] - Cumulative voting system allows shareholders to allocate their voting rights across multiple candidates when electing two or more directors [1] Director Nomination - Directors include both independent and non-independent directors, with specific nomination rights based on shareholding percentages [2] - Nomination of independent directors must comply with the regulations of the Independent Director Management Measures [2] Election and Voting of Directors - The voting process must be clearly communicated to shareholders, ensuring they understand the cumulative voting method [3] - In cases of multiple rounds of elections, the cumulative voting rights must be recalculated for each round [3][4] Election Results - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [5] - If the number of elected directors is less than required, a second round of elections will be held [5] Miscellaneous - Any situations not covered by these rules will be resolved through consultation among attending shareholders, with a majority vote required for decisions [6] - The board of directors is responsible for interpreting and amending these rules, which take effect upon approval by the shareholders' meeting [6]

General Provisions - The company establishes a system to regulate the deferral and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1] - The system applies to the company and its wholly-owned and controlling subsidiaries [2] Scope and Management of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [6] - The company has an obligation to protect state secrets and must not disclose them through any means [7] - Business secrets can be deferred or exempted from disclosure if they meet specific criteria, such as potential harm from disclosure [8] Internal Management Procedures for Deferral and Exemption - The company must carefully determine deferral and exemption matters and follow internal review procedures [13] - The board of directors leads and manages the deferral and exemption of information disclosure, with the board secretary coordinating the process [14] - A series of internal approval steps must be followed before deferring or exempting disclosure, including preparation of written materials and obtaining necessary approvals [15] Registration and Documentation - The company must register details of the deferral or exemption, including the type of information and the internal review process [16] - The board secretary is responsible for timely registration and documentation of deferral or exemption actions [17] Miscellaneous - The system will take effect upon approval by the board of directors and will be revised as necessary [18] - Any matters not covered by this system will be executed according to relevant national laws and regulations [19]