湖南凯美特气体股份有限公司 （2025 年 7 月修订） （以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）等法律、行政法规和《公 司章程》等有关规定，并结合公司的实际情况，特制定本规则。 第二条 董事会的职权和职责 董事会对股东会负责，根据法律、法规、《公司章程》的规定行使职权。董 事会应认真履行有关部门法律、法规和《公司章程》规定的职责，确保公司遵守 法律、法规和《公司章程》的规定，公平对待所有股东，关注其他利益相关者的 利益。 公司董事会行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； 第一条 宗旨 为了进一步规范湖南凯美特气体股份有限公司（以下简称"公司"）董事会 的议事方式和决策程序，促使董事和董事会有效地履行其职责，提高董事会规范 运作和科学决策水平，根据《中华人民共和国公司法》 （三）决定公司的经营计划和投资方案； （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或者其他证券及上市方案； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公 司形式的方案； （七）在股东会授权范围 ...

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 695.347901 million [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 20 million shares on February 18, 2011 [1] Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The company is registered in Yueyang City and has a unified social credit code [1] - The articles of association become legally binding upon effectiveness, governing the rights and obligations between the company and its stakeholders [2][10] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance core competitiveness through scientific management, providing quality products and services, and creating value for society [4] - The business scope includes air pollution control, sales of electronic materials, food additives, and various technical services [4] Chapter 3: Shares Section 1: Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The total number of shares issued is 695.347901 million, all of which are ordinary shares [6] Section 2: Share Increase, Decrease, and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified or specific objects [8] - The company is prohibited from repurchasing its shares except under specific circumstances, such as capital reduction or employee stock plans [8][10] Section 3: Share Transfer - Shares must be transferred in accordance with the law, and shares held by founders cannot be transferred within one year of the company's establishment [12][28] Chapter 4: Shareholders and Shareholders' Meeting Section 1: Shareholders - The company maintains a shareholder register based on records from the securities registration agency [12] - Shareholders have rights to dividends, attend meetings, supervise operations, and access company documents [12][13] Section 2: Control Shareholders and Actual Controllers - Control shareholders and actual controllers must exercise their rights in compliance with laws and regulations, ensuring the interests of the listed company are maintained [41][42] Section 3: General Provisions of Shareholders' Meeting - The shareholders' meeting is the company's authority body, responsible for electing directors, approving reports, and making significant decisions [45][46] Section 4: Proposals and Notifications for Shareholders' Meeting - Proposals must fall within the authority of the shareholders' meeting and be submitted in a timely manner [57][58] Section 5: Conducting the Shareholders' Meeting - The meeting must be conducted in an orderly manner, with provisions for attendance and voting [63][64] Section 6: Voting and Resolutions of the Shareholders' Meeting - Resolutions can be ordinary or special, with specific voting thresholds required for different types of decisions [79][80]

Core Points - The document outlines the regulations for the shareholders' meeting of Hunan Kaimete Gas Co., Ltd, ensuring compliance with the Company Law and Securities Law of the People's Republic of China [1][2][3] - The company must hold annual and temporary shareholders' meetings, with specific timelines for notification and convening [4][5][6] - Legal opinions must be obtained for the validity of the meeting procedures and voting results [2][3][6] Shareholders' Meeting Regulations - The company is required to report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange if it cannot convene a shareholders' meeting within the stipulated time [2] - The board of directors must convene the shareholders' meeting within the specified timeframe and respond to requests from independent directors and shareholders holding more than 10% of shares [6][7][8] - The audit committee has the authority to propose a temporary shareholders' meeting and can convene it if the board fails to respond [3][4][5] Proposals and Notifications - Proposals for the shareholders' meeting must fall within the scope of the meeting's authority and be clearly defined [13][14] - The notice for the annual meeting must be sent 20 days in advance, while temporary meetings require a 15-day notice [15][16] - The notice must include detailed information about the proposals and the candidates for director positions [17][18] Meeting Procedures - The shareholders' meeting must be held at the company's registered location and can utilize online methods for participation [20][21] - Shareholders can vote in person or by proxy, and the voting process must be clearly outlined in the meeting notice [22][23] - The meeting must be presided over by the chairman or a designated representative, and the results of the voting must be announced immediately [27][28][29] Decision-Making and Record-Keeping - The shareholders' meeting has the authority to elect directors, approve financial reports, and make decisions on capital changes [6][12] - Meeting records must be maintained for at least ten years, documenting all proceedings and decisions made during the meeting [41][42] - Any resolutions passed must be disclosed promptly, including details on attendance and voting results [39][40]

Group 1 - The company achieved profitability in H1 2023, with a revenue of 310 million yuan, a year-on-year increase of 10.52%, and a net profit attributable to shareholders of 55.8461 million yuan, marking a turnaround from losses [1] - The improvement in performance is attributed to increased sales of main products and a significant reduction in stock incentive expenses, which were 87.4036 million yuan in the same period last year due to the termination of the 2022 restricted stock incentive plan [1] - The gross profit margin for H1 2023 was 36.11%, an increase of 13.7 percentage points year-on-year, with notable growth in the gross profit margins of hydrogen, carbon dioxide, and fuel products [1] Group 2 - The company is focusing on its competitive advantage in the electronic specialty gas sector, having received supplier certification from GIGAPHOTON for its photolithography gas products [2] - The company plans to gradually expand production capacity based on market demand, targeting high-tech fields such as semiconductor, aerospace, and medical aesthetics [2] - In H1 2023, revenue from specialty gases was 6.021 million yuan, an increase of 8.74% year-on-year, accounting for 1.94% of total revenue [3] Group 3 - The Yizhang Kaimeite specialty gas project, which produces electronic-grade hydrogen bromide and iodine, has faced delays, with the expected operational status now pushed to April 30, 2026, due to land transfer delays [3] - As of June 30, 2023, the investment progress for this project was 67.07% [3]

格隆汇7月29日｜凯美特气公告，2025年上半年营业收入3.1亿元，同比增长10.52%；净利润5584.61万 元，同比增长199.82%。公司计划不派发现金红利，不送红股，不以公积金转增股本。 ...

人民财讯7月29日电，凯美特气（002549）7月29日晚间披露半年度报告，公司2025年上半年实现营业收 入为3.1亿元，同比增长10.52%；实现归母净利润5584.61万元，同比扭亏；基本每股收益0.08元。 ...

Group 1 - The company has maintained growth in the production of major gases such as oxygen, nitrogen, and argon, while leveraging resources and technological advantages to innovate and upgrade its supply chain [3] - The company has invested over 3 billion yuan to establish two electronic specialty gas industrial parks in Yichang and Qianjiang, focusing on six business areas including electronic specialty gases and industrial chemicals [3] - As of the first half of the year, the Qianjiang electronic specialty gas industrial park has achieved stable production of high-purity ammonia, hydrogen, and carbon monoxide, with sales of high-purity hydrogen showing growth [3] Group 2 - The Yichang electronic specialty gas and functional materials industrial park has reached stable operation for its main production lines, with all planned products expected to be in stable production by the end of the year [3] - The company anticipates steady growth in operations due to the gradual production ramp-up of the two industrial parks and an increase in industrial gas projects [3] - Investors are encouraged to focus on the company's long-term value as it continues to expand its production capabilities [3]

Group 1 - The core viewpoint of the news is that 弘尚资产 has conducted research on 和远气体, highlighting the company's recent developments in the electronic specialty gas industry and its investment in two major production parks [1] - 和远气体 has maintained growth in the production of major gases like oxygen, nitrogen, and argon, while also leveraging its technological advantages in gas synthesis, separation, and purification [1] - The company has invested over 3 billion yuan to establish the 宜昌 and 潜江 electronic specialty gas industrial parks, which are now entering stable production and increasing output [1] Group 2 - The 潜江 electronic specialty gas park has begun mass production of high-purity ammonia, hydrogen, and carbon monoxide, with high-purity hydrogen sales showing growth [1] - The production of electronic-grade hydrogen chloride, chlorine, and carbonyl sulfide is expected to stabilize in the third quarter, with certification for semiconductor and panel enterprises starting in the fourth quarter [1] - The 宜昌 electronic specialty gas and functional materials park has achieved stable operation of its main production lines, with all planned products expected to be in stable production by the end of the year, contributing to revenue generation in the second half [1]

Group 1 - The company received an inquiry letter from Shenzhen Stock Exchange regarding its application for a specific stock issuance on February 26, 2025 [1] - The company, along with relevant intermediaries, has carefully studied and responded to the questions raised in the inquiry letter, with detailed responses disclosed on March 20, 2025 [1][2] - The company plans to update the content related to the inquiry response based on the disclosed 2024 annual report and 2025 Q1 report [2] Group 2 - The stock issuance is subject to approval from Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, with uncertainty regarding the approval timeline [2] - The company will fulfill its information disclosure obligations in a timely manner based on the progress of this matter [2]

Group 1: Company Overview and Development - The company has invested over 3 billion CNY to establish two electronic specialty gas industrial parks in Yichang and Qianjiang, focusing on six business directions: electronic specialty gases, electronic chemicals, silicon-based functional materials, bulk gases, industrial chemicals, and waste gas recovery [2] - The company maintains a strong development momentum in bulk gases such as oxygen, nitrogen, and argon, leveraging resources and location advantages from the Yichang and Qianjiang chemical parks [2] Group 2: Production and Market Performance - As of the first half of the year, the Qianjiang electronic specialty gas industrial park has achieved stable production of high-purity ammonia, high-purity hydrogen, and high-purity carbon monoxide, with high-purity hydrogen sales showing growth [2] - The Qianjiang industrial park is expected to reach stable production of electronic-grade hydrogen chloride, chlorine, and carbonyl sulfide in Q3, with certification for semiconductor and panel enterprises starting in Q4 [2] - The Yichang industrial park's main production lines for trichlorosilane, silane, and tetrachlorosilicon have reached stable operation, with all planned products expected to be in stable production by the end of the year [2] Group 3: Future Outlook and Risks - The gradual production ramp-up of the two industrial parks and the increase in industrial gas projects are anticipated to lead to steady growth in the company's operations [2] - Risks include potential delays in project production schedules due to technical complexities and safety audits, as well as market fluctuations affecting product prices [3]