Core Points - The nomination committee of Shanghai Nenghui Technology Co., Ltd. has reviewed the qualifications of candidates for the fourth board of directors [1][2] - The candidates for non-independent directors and independent directors have been found to meet the necessary legal and regulatory requirements [1][2] Summary by Category Non-Independent Directors - Candidates Yuan Junwei, Zhang Jianding, Song Yueyue have no disqualifying conditions as per Company Law and relevant regulations [1] - They have not been penalized by the China Securities Regulatory Commission or other authorities, nor are they under investigation for criminal activities [1] - They meet the qualifications and requirements to serve as directors of the company [1] Independent Directors - Candidates Wang Fang, Zhang Meixia, and Zhong Yong possess independent director qualification certificates and necessary work experience [2] - They also do not have any disqualifying conditions as per Company Law and relevant regulations [2] - The nomination committee unanimously agrees to propose these candidates for the fourth board of directors [2]

Core Points - The document outlines the regulations for the resignation of directors and senior management at Shanghai Nenghui Technology Co., Ltd, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [1][2]. Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the board [1][2]. - The company must disclose the resignation details within two trading days, including reasons for resignation and any ongoing commitments [1][2]. Group 2: Responsibilities During Transition - Resigning directors must continue to fulfill their duties until a new board is elected, especially if their resignation leads to a lack of quorum [2]. - The company must complete the election of new directors within 60 days to maintain compliance with legal requirements [2]. Group 3: Post-Resignation Obligations - Resigning directors and senior management must complete all handover procedures within five working days, including transferring relevant documents and responsibilities [4]. - Any public commitments made during their tenure must still be honored after resignation, and the company has the right to seek compensation for any unfulfilled commitments [4][5]. Group 4: Accountability and Legal Compliance - The company can hold resigning directors accountable for any losses incurred due to their actions during their tenure, including potential legal actions for violations of laws or regulations [6][7]. - Resigning individuals must cooperate with the company in any follow-up investigations regarding significant matters during their service [5][6]. Group 5: Amendments and Effectiveness - The board of directors is responsible for interpreting and amending these regulations, which take effect upon approval by the board [7].

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to enhance transparency and protect the rights of minority shareholders [1] Group 1: Factors Considered in the Plan - The plan considers long-term sustainable development, operational performance, shareholder expectations, social capital costs, and external financing environment [1] - It aims to create a stable and scientific return mechanism for investors while maintaining continuity in profit distribution policies [1] Group 2: Principles of the Plan - The plan adheres to relevant laws and regulations, balancing reasonable returns for investors with the company's sustainable development [2] - The opinions of independent directors and minority shareholders are taken into account during the planning process [2] Group 3: Dividend Distribution Methods - The company may distribute dividends in cash, stock, or a combination of both, with a preference for cash [2] - Cash dividends will be differentiated based on the company's development stage and major capital expenditure plans [2][5] Group 4: Cash Dividend Conditions and Proportions - For mature companies without major capital expenditures, cash dividends should be at least 40% of the profit distribution [3] - For growth-stage companies with significant capital expenditures, the minimum cash dividend proportion is set at 20% [3] - If there are no major capital expenditures, at least 10% of the distributable profit must be distributed in cash [3][5] Group 5: Conditions for Stock Dividends - If cash dividend conditions are not met, the company may opt for stock dividends, considering growth potential and the dilution effect on net assets per share [5] Group 6: Decision-Making and Implementation Procedures - The board of directors will formulate annual or interim dividend plans based on operational conditions, cash flow, and future business plans [6] - The board's decisions on dividend distribution require approval from a majority of directors [6] Group 7: Adjustments to Dividend Policy - The dividend policy should remain stable, but adjustments can be made if significant changes occur in the external environment or the company's operational status [7][8] - Any changes must comply with regulations and be justified in shareholder meetings [7] Group 8: Planning and Modification of Dividend Return - The board will develop a specific dividend return plan every three years, considering shareholder feedback and independent directors' opinions [9] - Any necessary adjustments to the dividend policy must follow the established decision-making procedures and receive a two-thirds majority approval from shareholders [9]

Group 1 - The candidate Wang Fang has been nominated as an independent director for Shanghai Nenghui Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships affecting independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has passed the qualification review by the nomination committee and has no interests that could influence independent performance [1][2] Group 2 - The candidate affirms compliance with the Company Law of the People's Republic of China and other relevant regulations regarding the eligibility to serve as a director [2][3] - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2][3] - The candidate confirms that serving as an independent director will not violate any laws or regulations related to public servants or party officials [2][3][4] Group 3 - The candidate has no significant business dealings with the company or its controlling shareholders [7][8] - The candidate has not been subject to any disqualifications or penalties by the China Securities Regulatory Commission [8][9] - The candidate has not been involved in any criminal activities related to securities or futures in the past thirty-six months [8][9] Group 4 - The candidate commits to fulfilling the responsibilities of an independent director and ensuring the accuracy of the provided information [9][10] - The candidate will report any disqualifying circumstances to the board and resign if necessary [10] - The candidate authorizes the company to disclose this declaration and related information to the Shenzhen Stock Exchange [10]

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].