Group 1 - The company establishes rules to regulate the behavior of Shenzhen Huabao New Energy Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year and temporary meetings within two months when required by law [2][3] - Legal opinions must be obtained for the legality of the meeting procedures, participant qualifications, and voting results [2][4] Group 2 - Independent directors can propose temporary shareholder meetings, and the board must respond within ten days [3][5] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting, and the board must respond within ten days [4][5] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [5][6] Group 3 - Proposals for the shareholder meeting must be within the scope of the meeting's authority and comply with legal requirements [13][14] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [15][16] - The notice must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [16][17] Group 4 - The company must ensure that the meeting is held at its registered location and provide options for online voting [19][20] - Shareholders can attend in person or by proxy, and the voting process must be clearly outlined in the notice [19][20] - The meeting must maintain order, and any disruptions should be reported to the relevant authorities [21] Group 5 - The company must keep detailed records of the meeting, including attendance, proposals, and voting results [16][17] - Resolutions must be announced promptly, detailing the voting results and any special notes for proposals that were not passed [16][18] - The company must ensure compliance with laws and regulations regarding the validity of resolutions and the rights of minority shareholders [18][19]

Core Viewpoint - The document outlines the regulations and procedures for Shenzhen Huabao New Energy Co., Ltd. regarding entrusted financial management, aiming to control investment risks, ensure asset safety, and enhance investment returns while protecting the rights of the company and its shareholders [1][2]. Group 1: Basic Definitions and Regulations - "Entrusted financial management" refers to the act of entrusting financial institutions to invest idle funds to improve capital efficiency and increase cash asset returns, including various financial products [2]. - The regulations apply to the company, its wholly-owned subsidiaries, and controlling subsidiaries [2]. - Funds for entrusted financial management must come from idle self-owned funds or idle raised funds, ensuring that normal operations and project funding are not affected [2][3]. Group 2: Approval Authority for Entrusted Financial Management - The company and its subsidiaries must operate within the approved financial management limits set by the board of directors or shareholders' meeting [3]. - If the entrusted financial management amount exceeds 10% of the latest audited net assets or generates profits exceeding 10% of the latest audited net profit, prior board approval is required [3]. - The maximum duration for the approved financial management limits is 12 months, and any transaction amount must not exceed the approved limits [3]. Group 3: Information Disclosure - The company must disclose entrusted financial management activities according to relevant laws, regulations, and internal rules [4][5]. - The financial center is responsible for risk assessment and feasibility analysis before executing entrusted financial management [5]. Group 4: Management and Operation of Entrusted Financial Management - The financial center manages entrusted financial management, including preparing annual plans, conducting feasibility analyses, and ensuring compliance with risk control measures [6]. - Written contracts must be signed with financial institutions, detailing investment amounts, terms, and responsibilities [6][7]. Group 5: Financial Accounting and Supervision - The financial center must conduct daily accounting for entrusted financial management and ensure proper reporting in financial statements [7][8]. - The internal audit department is responsible for supervising the financial products and conducting post-audit reviews [7]. - Independent directors and the audit committee have the authority to supervise and propose audits if irregularities are found [7].

Core Viewpoint - The company has established a comprehensive system for share repurchase to protect investor rights, enhance corporate governance, and strengthen internal controls, in accordance with relevant laws and regulations [1][2]. Group 1: Share Repurchase Conditions - The company may repurchase shares under specific circumstances, including reducing registered capital, employee stock ownership plans, converting bonds into shares, and maintaining company value when stock prices fall below certain thresholds [1][2][3]. - The company must ensure that share repurchase does not harm the rights of shareholders and creditors, and must follow strict decision-making and information disclosure procedures [2][4]. Group 2: Internal Control and Governance - The board of directors must carefully consider the company's financial status and debt repayment ability when formulating share repurchase plans, ensuring that the scale of repurchase aligns with the company's actual financial condition [2][4]. - All directors and senior management are required to act in good faith and diligently protect the interests of the company and its shareholders during the share repurchase process [2][4]. Group 3: Repurchase Methods and Funding - The company can use various methods for share repurchase, including centralized bidding and tender offers, and must disclose the intended use of repurchased shares [5][6]. - Funding for share repurchase can come from self-owned funds, proceeds from issuing preferred shares or bonds, and other legal sources [5][6]. Group 4: Implementation and Disclosure Procedures - The company must establish a clear timeline for share repurchase, with specific limits on the number of shares and funding amounts, and must disclose the repurchase plan to shareholders [6][7]. - Regular updates on the progress of the share repurchase must be disclosed, including the number of shares repurchased and the total amount spent [16][17]. Group 5: Special Regulations for Tender Offers - When repurchasing shares through a tender offer, the offer price must not be lower than the average price of the shares over the previous thirty trading days [49][50]. - The company must ensure that all funds required for the tender offer are fully deposited in a designated bank account [50][51].

Core Points - The document outlines the management of director resignations at Shenzhen Huabao New Energy Co., Ltd, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [1][2] - It specifies the conditions under which directors can resign, including the requirement for written resignation reports and the timeline for board disclosure [1][2] - The document establishes the obligations of departing directors, including the transfer of company documents and the handling of any unresolved matters [3][4] Summary by Sections General Provisions - The regulations are designed to standardize the resignation management of directors, including independent directors, to maintain governance stability [1] - The rules apply to all forms of director departures, including resignations, term expirations, and dismissals [1] Resignation Conditions and Effectiveness - Directors may resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the board [2] - If a resignation results in the board falling below the legal minimum number of directors, the resigning directors must continue to fulfill their duties until replacements are appointed [2] Transfer Procedures and Unresolved Matters - Departing directors must hand over all relevant documents and assets within three working days of their resignation [3] - The audit committee may initiate a departure audit for significant matters involving the resigning director [3] Obligations of Departing Directors - Departing directors must complete all handover procedures and maintain confidentiality regarding company secrets even after their term ends [4] - They are liable for any losses incurred by the company due to their unauthorized departure [4] Accountability Mechanism - The board will review any breaches of obligations by departing directors and may seek compensation for losses incurred [5] - Directors can appeal the board's decisions regarding accountability within a specified timeframe [5] Management of Shareholdings by Departing Directors - Departing directors are prohibited from transferring their shares within six months of leaving the company [6] - There are specific limits on the percentage of shares that can be sold during their term and after their resignation [6] Miscellaneous Provisions - The document states that any matters not covered will be governed by relevant laws and regulations [6] - The board holds the authority to modify and interpret these regulations [6]

Core Points - The document outlines the internal audit system of Shenzhen Huabao New Energy Co., Ltd, aiming to enhance audit quality and protect investors' rights [1][2] - The internal audit department operates independently from other departments and is responsible for evaluating risk management, control, and governance processes [2][3] - The internal audit committee supervises the internal audit department and ensures compliance with relevant laws and regulations [11][12] Group 1: Internal Audit Structure - The internal audit department is named the Internal Control Audit Department and is independent from the finance department [2][3] - The head of the internal audit department is appointed by the audit committee and is responsible for assisting the board of directors [8][9] - Internal audit personnel must adhere to principles of objectivity, confidentiality, and professional standards [9][10] Group 2: Responsibilities and Scope - The internal audit department evaluates the effectiveness of internal controls and reports any significant deficiencies directly to the board and audit committee [3][4] - The scope of internal audits includes assessing the integrity and effectiveness of internal control systems across all departments and subsidiaries [4][5] - The department is required to report at least quarterly to the audit committee on audit plans and findings [4][5] Group 3: Audit Procedures and Reporting - Internal audit procedures include planning, implementation, and reporting phases, ensuring thorough investigation and documentation of findings [14][15] - The internal audit department must submit an annual audit report to the audit committee within two months after the fiscal year-end [12][13] - The audit committee is responsible for overseeing the internal audit department's activities and ensuring compliance with established procedures [11][12] Group 4: Compliance and Evaluation - The internal audit department must evaluate the effectiveness of internal controls annually and report findings to the audit committee [17][18] - Any significant internal control deficiencies must be reported to the board, which is then responsible for disclosing these issues to the Shenzhen Stock Exchange [17][18] - The company must establish a mechanism for accountability regarding violations of internal control procedures [20]

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]