珠海冠宇电池股份有限公司 监事会/董事会薪酬与考核委员会 关于公司 2025 年股票期权与限制性股票激励计划 首次授予激励对象名单（授予日）的核查意见 珠海冠宇电池股份有限公司（以下简称"公司"）监事会/董事会薪酬与考 核委员会依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》（以下简称"《证券法》"）、《上市公司股权激励管理办 法》（以下简称"《管理办法》"）、《上海证券交易所科创板股票上市规则》 （以下简称"《上市规则》"）及《珠海冠宇电池股份有限公司章程》（以下简 称"《公司章程》"）等有关规定，对 2025 年股票期权与限制性股票激励计划 （以下简称"本激励计划"）首次授予的激励对象名单（授予日）进行审核，发 表核查意见如下： 成为激励对象的情形： （1）最近 12 个月内被证券交易所认定为不适当人选； （2）最近 12 个月内被中国证监会及其派出机构认定为不适当人选； （3）最近 12 个月内因重大违法违规行为被中国证监会及其派出机构行政处 罚或者采取市场禁入措施； （4）具有《公司法》规定的不得担任公司董事、高级管理人员情形的； （5）法律法规规定不得参与上市公司股 ...

Group 1 - The core viewpoint of the article is that Zhuhai Guanyu Battery Co., Ltd. has received approval from its supervisory board and compensation committee to implement a stock option and restricted stock incentive plan for 2025, which complies with relevant laws and regulations [1] - The company has met the qualifications to implement the incentive plan, as there have been no negative audit opinions on financial reports or internal controls in the last accounting year, and no violations of profit distribution regulations in the past 36 months [1] - The incentive plan excludes independent directors and supervisors, ensuring that all selected incentive recipients meet the criteria set forth in the relevant regulations and the company's draft plan [1] Group 2 - The company will publicly disclose the names and positions of the incentive recipients at least 10 days prior to the shareholders' meeting, ensuring transparency in the selection process [1] - The compensation committee has confirmed that the granting arrangements for stock options and restricted stocks do not violate any laws or regulations and do not harm the interests of the company or its shareholders [1] - The implementation of the incentive plan is expected to align the interests of management and shareholders, improve management efficiency, and contribute to the company's sustainable development [1]

Core Viewpoint - Suzhou Hanchuan Intelligent Technology Co., Ltd. has filed four lawsuits against CATL and its subsidiaries for a total amount of approximately 60.88 million yuan due to delayed payments for battery swap station equipment, which constitutes a serious breach of contract [2][4][5]. Summary by Relevant Sections Legal Actions - Hanchuan Intelligent has initiated four lawsuits against CATL and its subsidiaries, including Times Electric Service Technology Co., Ltd. and Times Qiji Digital Technology (Shanghai) Co., Ltd., with a total claim of about 60.88 million yuan [4][5]. - The disputes include arbitration for 8.77 million yuan related to contracts signed in November 2021 and December 2022, where CATL has only paid 77.97 million yuan of the total 101.7 million yuan owed [5][8]. Financial Performance - Hanchuan Intelligent's financial performance has been declining, with a reported revenue of approximately 474 million yuan in 2024, a decrease of 64.61% year-on-year, and a net loss of 1.1 billion yuan, down 1204.76% from the previous year [8][9]. - The company reported a net cash flow of -189 million yuan, an improvement of 41.89% compared to the previous year [8]. Accounts Receivable - As of the end of last year, Hanchuan Intelligent's accounts receivable amounted to 365 million yuan, representing 21.73% of its current assets, with CATL being the second-largest debtor at approximately 59.26 million yuan, accounting for 11.28% of total receivables [10][11]. - The company has established a collection team to address overdue accounts and has taken legal action against clients with significant overdue payments [8][10].

Core Viewpoint - The report indicates that Zhuhai Guanyu Battery Co., Ltd. has complied with relevant regulations during the continuous supervision period, demonstrating effective governance, internal control, and proper use of raised funds [1][9]. Group 1: Company Governance and Internal Control - The company has a complete and compliant governance structure, with effective execution of internal control systems [2][3]. - The board of directors, supervisors, and senior management are fulfilling their responsibilities as per regulations [2]. Group 2: Information Disclosure - The company has established a comprehensive information disclosure system and has fulfilled its disclosure obligations accurately and timely [2][3]. Group 3: Independence and Related Party Transactions - The company maintains independence in its operations, with no violations regarding the use of funds by related parties [3][4]. Group 4: Use of Raised Funds - All raised funds are stored in a dedicated account, and the company has signed a tripartite supervision agreement with the underwriter and the bank [4][5]. - There are no instances of misappropriation or unauthorized changes in the use of raised funds [4]. Group 5: Related Transactions and Major Investments - The company has established sound management systems for related transactions, external guarantees, and major investments, with no violations reported [4][5]. Group 6: Operational Status - The company’s business model and structure have not undergone significant changes, and the operational management status is normal [5][6]. - The market outlook for the company’s main business remains stable without major adverse changes [5]. Group 7: Recommendations - The company is advised to continue improving its governance structure and timely fulfill information disclosure obligations [5][8]. - It is recommended to manage the use of raised funds effectively and to advance investment projects in an orderly manner [5][8].

Fundraising Overview - The company raised a total of RMB 3,089,043,000 through the issuance of convertible bonds, with a net amount of RMB 3,057,386,562 after deducting issuance costs [1][2] - As of December 31, 2023, the company had unutilized funds from its initial public offering (IPO) amounting to RMB 530.08 million and from the convertible bonds amounting to RMB 1.29 billion [2][3] Fund Management and Usage - The company has established a fundraising management system in compliance with regulatory requirements, including a tripartite supervision agreement with banks and the sponsor [3][4] - As of December 31, 2024, the total balance of the fundraising accounts was RMB 317.63 million, which includes interest income of RMB 37.73 million [6][9] Project Funding and Adjustments - The company has completed the funding for the "Supplementary Working Capital" project, utilizing RMB 233.93 million [4][12] - The "Chongqing Lithium Battery Cell Packaging Production Line Project" was terminated, and RMB 108.93 million was returned to the fundraising account [15][16] - The company has approved the use of surplus funds from completed projects to permanently supplement working capital [13][14] Cash Management - The company has approved the use of idle fundraising funds for cash management, allowing for investments in safe and liquid financial products, with a maximum of RMB 2 billion [10][11] - As of December 31, 2024, the balance of idle funds used for cash management was RMB 0.00 million, indicating all investments have matured and returned as expected [10][11] Regulatory Compliance - The company has adhered to the disclosure requirements set forth by regulatory bodies, ensuring timely and accurate reporting of fundraising storage and usage [16][17] - The sponsor has confirmed that the company's fundraising management practices comply with relevant regulations and accurately reflect the fundraising situation [17]