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 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 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 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]

华泰联合证券有限责任公司 关于深圳市华宝新能源股份有限公司 核查意见 部分募投项目结项、延期及调整实施地点和内部投资结构 的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"保荐机构"） 作为深圳市华宝新能源股份有限公司（以下简称"华宝新能"或"公司"）首次 公开发行股票的保荐机构，根据《证券发行上市保荐业务管理办法》《深圳证券 交易所创业板股票上市规则》《上市公司监管指引第 2 号——上市公司募集资金 管理和使用的监管要求》《深圳证券交易所上市公司自律监管指引第 13 号—— 保荐业务》《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、法规和规范性文件的规定，华泰联合证券对华宝新能本次部 分募投项目结项、延期及调整实施地点和内部投资结构的事项进行了审慎核查， 具体核查情况如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于同意深圳市华宝新能源股份有限公司首次 公开发行股票注册的批复》（证监许可〔2022〕1175 号）同意注册，公司首次公 开发行人民币普通股（A 股）股票 24,541,666 股，发行价格为人民币 237.50 元/ 股，募集资金总额 ...