Core Points - The document outlines the governance structure and operational guidelines for Shenzhen Huabao New Energy Co., Ltd, emphasizing the roles and responsibilities of the general manager and senior management [1][2][3] Group 1: Governance Structure - The company establishes rules to enhance its governance structure and regulate the behavior of the general manager [1] - The general manager, vice general managers, and other senior management must adhere to the company's articles of association and the established rules [1][2] - The company can appoint additional senior management as needed, following the provisions in the articles of association [1] Group 2: Qualifications and Restrictions for General Manager - The general manager must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [1][2] - Specific disqualifications for the general manager include criminal convictions related to corruption, bankruptcy responsibilities, and inability to fulfill duties due to personal circumstances [2][3] Group 3: Responsibilities and Authority of the General Manager - The general manager is responsible for the company's production and operational management, implementing board resolutions, and reporting to the board [4][5] - The general manager has the authority to propose the hiring or dismissal of vice general managers and financial officers [4][5] - Regular reporting to the board is required, including updates on major contracts, financial performance, and significant operational issues [5][11] Group 4: Financial Management - The financial officer is responsible for daily financial operations, preparing financial reports, and ensuring timely disclosures [6][7] - The financial officer must report any financial anomalies to the board and provide solutions [7] Group 5: Meeting Procedures - The general manager's daily operations are conducted through management meetings, which involve relevant senior management and department heads [8][9] - Meeting agendas must be prepared in advance, and minutes must be recorded and stored for ten years [10] Group 6: Performance Evaluation and Rewards - The company evaluates the performance of the general manager and senior management based on annual operational and financial targets [12][13] - Significant achievements may result in material rewards, while underperformance can lead to penalties or dismissal [12][13]

Core Viewpoint - The document outlines the rules and regulations governing the independent director special meeting of Shenzhen Huabao New Energy Co., Ltd, emphasizing the importance of independent directors in corporate governance and decision-making processes [1][2]. Group 1: Governance Structure - The independent director special meeting is established as a dedicated working body of the board of directors, responsible for discussing significant company matters to enhance decision-making, supervision, and professional consultation [1]. - The meeting consists of all three independent directors, with one designated as the convener, elected by a majority of the independent directors [2]. Group 2: Responsibilities - The independent director special meeting is tasked with reviewing and discussing the company's operational status and major issues, including related party transactions, changes in commitments, acquisition decisions, and proposals for shareholder meetings [1][2]. - The meeting can also address other matters as needed [2]. Group 3: Meeting Procedures - Meetings are convened as needed, with a notice sent to all independent directors at least two days in advance, except in urgent situations where immediate notification is allowed [2][3]. - A quorum requires the presence of more than half of the independent directors, and decisions are made by majority vote [2][3]. Group 4: Meeting Documentation - Independent directors must attend meetings in person or provide written opinions if unable to attend, and the meeting records must accurately reflect the discussions and decisions made [3][4]. - Resolutions passed by the meeting must be reported in writing to the board of directors [4].

深圳市华宝新能源股份有限公司 第一章 总则 第一条 为了进一步完善深圳市华宝新能源股份有限公司（以下简称"公 司"）法人治理文件，规范公司董事的选举，保证所有股东充分行使权利，维 护中小股东利益，根据中国证监会《上市公司治理准则》《上市公司股东会规 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》《深圳市华宝新能源股份有限公 司章程》（以下简称"《公司章程》"）及其他有关规定，特制定本细则。 第二条 公司股东会选举两名及以上董事、独立董事时，应采取累积投票 制。 第三条 本实施细则所称累积投票制，是指公司股东会在选举董事时采用 的一种投票方式。即公司选举董事时，有表决权的每一普通股股份拥有与应选 董事人数相同的表决权，股东拥有的表决权可以集中使用。 第四条 本实施细则所称的"董事"包括独立董事和非独立董事，股东会 以累积投票方式选举董事的，独立董事和非独立董事的表决应当分别进行；由 职工代表担任的董事由公司职工民主选举产生或更换，不适用于本实施细则的 相关规定。 第五条 股东会选举产生的董事人数及结构应符合《公司章程》的规定。 第六条 公司通过累 ...

Core Points - The company has established a system to manage the shares held by its directors and senior management, ensuring compliance with relevant laws and regulations [1][2][3] - Directors and senior management are prohibited from transferring their shares under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2][3] - The maximum amount of shares that directors and senior management can transfer annually is limited to 25% of their total holdings, with specific exceptions [3][4] - Any planned share reductions must be reported to the Shenzhen Stock Exchange 15 trading days in advance, detailing the number of shares, time frame, and reasons for the reduction [4][5] - Directors and senior management must disclose any changes in their shareholdings within two trading days of the change occurring [6][7] - There are specific blackout periods during which directors and senior management are prohibited from trading the company's stock, particularly around the release of financial reports [7][8] - The company’s board secretary is responsible for managing the data and information related to the shareholdings of directors and senior management [7][8] - The company will revise its internal regulations in accordance with any new rules issued by the China Securities Regulatory Commission or the Shenzhen Stock Exchange [8]

Core Points - The document outlines the regulations and responsibilities of the Board Secretary of Shenzhen Huabao New Energy Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] - The Board Secretary is a senior management position responsible for managing the Board Secretary's office and ensuring proper information disclosure [1][5] - The qualifications for the Board Secretary include necessary financial, management, and legal knowledge, along with a certification from the securities exchange [2][4] Section Summaries General Provisions - The document aims to promote standardized operations within the company and enhance the management and supervision of the Board Secretary's work [1] - The Board Secretary is accountable to the Board and must fulfill obligations as required by laws and the company's articles of association [1] Appointment and Dismissal of the Board Secretary - The Board Secretary must be appointed by the Board of Directors and can be a director, deputy general manager, or financial officer [2][3] - The company must provide valid reasons for dismissing the Board Secretary and must report the dismissal to the Shenzhen Stock Exchange [3][4] Responsibilities and Duties of the Board Secretary - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board meetings [5][6] - The Board Secretary must ensure compliance with securities laws and regulations and report any potential violations to the Shenzhen Stock Exchange [5][6] Work Procedures - The Board Secretary must organize meetings, ensure proper documentation, and maintain records for at least ten years [6][7] - The Board Secretary is responsible for managing the disclosure of significant information and must coordinate responses to inquiries from government departments [7][8]

Core Points - The article outlines the establishment of a Compensation and Assessment Committee by Shenzhen Huabao New Energy Co., Ltd. to enhance the governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee is responsible for formulating assessment standards, reviewing compensation plans, and ensuring compliance with relevant laws and regulations [1][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors [4] - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2][5] Group 2: Responsibilities - The committee's main responsibilities include developing compensation plans based on performance evaluation standards and overseeing the execution of the compensation system [3][10] - It is tasked with reviewing the performance of directors and senior management and making recommendations for annual performance evaluations [10][11] - The committee must submit compensation proposals for directors to the board for approval and subsequently to the shareholders' meeting for ratification [11][12] Group 3: Decision-Making Procedures - The committee is required to meet at least once a year, with special meetings called as necessary [6][7] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [7][8] - The committee can invite relevant directors and senior management to attend meetings for reporting or questioning [8][9] Group 4: Confidentiality and Compliance - All members and attendees of the committee meetings are bound by confidentiality obligations regarding the discussed matters [9][10] - The committee's operations must comply with national laws, regulations, and the company's articles of association [9][10]

General Principles - The company establishes a system to regulate related party transactions, ensuring fairness in decision-making and protecting the rights of shareholders and creditors [1] - Related party transactions are defined as matters involving the transfer of resources or obligations between the company and its related parties [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant stake in the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3] - Specific criteria are outlined for identifying related legal entities and natural persons, including control relationships and familial ties [2][3] Types of Related Party Transactions - The system specifies various types of related party transactions, including asset purchases, external investments, financial assistance, guarantees, leasing, management contracts, and more [3][4] - Transactions that may involve resource or obligation transfers are also included, ensuring comprehensive coverage of potential related party dealings [4] Approval Authority for Related Transactions - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require board approval and subsequent shareholder meeting review [9] - The board can approve transactions below specified thresholds without shareholder meeting review, while the general manager has authority for even lower amounts [10][11] Decision-Making Procedures - Related transactions must be reported to the board by any director or senior management with a conflict of interest, regardless of the need for board approval [15] - Independent directors must review related transactions, and the board must ensure that decisions are made based on objective standards [15][16] Pricing of Related Transactions - The pricing of related transactions should adhere to market principles, with prices ideally aligning with those of independent third parties [22][23] - Various pricing methods are outlined, including state pricing, industry pricing, and cost-plus pricing, ensuring transparency and fairness in transaction pricing [23][24] Restrictions on Fund Usage - The company prohibits related parties from occupying its funds or resources and from requiring the company to cover their expenses [25][26] - Measures are in place to prevent the misuse of company resources by shareholders and related parties [26][27] Miscellaneous Provisions - The system will take effect upon approval by the company's shareholder meeting and will be subject to relevant laws and regulations [30][31] - The board is responsible for interpreting and modifying the system as necessary [31]

Core Viewpoint - The establishment of the Strategic and Sustainable Development Committee aims to enhance the core competitiveness of Shenzhen Huabao New Energy Co., Ltd. and improve the quality of major investment decisions and corporate governance [1] Group 1: Committee Structure - The Strategic and Sustainable Development Committee consists of three directors, including at least one independent director [2] - The committee members are nominated by the chairman, a majority of independent directors, or one-third of the directors, and elected by the board [2] - The committee has a chairperson responsible for leading its activities, who is elected from among the committee members [2] Group 2: Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [4] - It oversees the implementation of sustainable development strategies and evaluates related risks, providing recommendations accordingly [4][5] - The committee identifies and supervises significant ESG-related risks and opportunities, guiding management on appropriate responses [4] Group 3: Decision-Making Process - The Strategic Working Group and ESG Management Committee prepare proposals for the committee's decision-making [6][13] - The committee must hold at least one regular meeting annually, with a quorum of two-thirds of its members required for decisions [7][16] - Decisions are made through a majority vote, and meeting records must be maintained for at least ten years [8][24]

Core Viewpoint - The document outlines the management system for external guarantees provided by Shenzhen Huabao New Energy Co., Ltd, emphasizing the need for a structured decision-making process to mitigate financial and operational risks. Group 1: General Principles - The management system is established to regulate the corporate governance structure and ensure efficient decision-making regarding external guarantees [1] - External guarantees refer to the company providing assurance for debts owed by third parties, including guarantees for subsidiaries [1] Group 2: Approval Authority for External Guarantees - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, requiring approval from the shareholders' meeting or board of directors [2] - Specific conditions necessitate shareholder approval, such as guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of net assets [2][3] Group 3: Decision Management for External Guarantees - The company must conduct thorough assessments of the financial and operational status of the guaranteed parties before approving guarantees [5][6] - The board of directors is responsible for ensuring compliance with the established procedures and must disclose any guarantees provided to related parties [6][10] Group 4: Information Disclosure - Approved external guarantees must be disclosed on the Shenzhen Stock Exchange and other media, including details of the total amount of guarantees [12] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [12] Group 5: Accountability and Compliance - The company must hold accountable any personnel who violate the established procedures for providing guarantees, with potential disciplinary actions [14][15] - Continuous monitoring of the financial status of guaranteed parties is mandated to minimize potential losses [10][11]

Meeting Details - The company will hold its third extraordinary general meeting of shareholders on June 26, 2025, at 15:00 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange trading system [2] - Shareholders can vote online from 9:15 to 15:00 on the same day [2] Voting Procedures - Shareholders must choose either in-person or online voting for each proposal, and duplicate voting is not allowed [2] - All registered shareholders as of June 20, 2025, are entitled to attend and vote at the meeting [2] - The company will separately count votes from minority investors, defined as those excluding directors, supervisors, senior management, and shareholders holding more than 5% of shares [5] Agenda Items - The meeting will discuss several proposals, including the establishment of employee representative directors, changes to registered capital, and amendments to the company's articles of association [4] - The proposal regarding the establishment of employee representative directors requires a special resolution, needing approval from more than two-thirds of the voting rights present [4] Registration and Attendance - Individual shareholders must present their ID and shareholder account card for registration, while corporate shareholders must provide additional documentation [5] - Registration can also be done via mail or fax, but must be completed by 17:00 on June 25, 2025 [5] Additional Information - The company has provided a detailed guide for participating in online voting, including necessary identity verification steps [6][7] - Contact information for inquiries regarding the meeting is provided, including a dedicated email and phone number [6]