上海北特科技股份有限公司 2025年第一次临时股东大会议程 1 上海北特科技股份有限公司 关于无需编制前次募集资金使用情况报告的议案 各位股东及股东代表： 鉴于公司最近五个会计年度不存在通过配股、增发、发行可转换公司债券等 方式募集资金的情况，公司前次募集资金到账至今已超过五个完整的会计年度， 因此，公司本次发行无需编制前次募集资金使用情况报告，亦无需聘请会计师事 务所对前次募集资金使用情况出具鉴证报告。 以上议案已经公司第五届董事会第二十次会议、第五届监事会第十九次会议 审议通过，具体内容详见公司于 2025 年 6 月 27 日在上海证券交易所网站 （http://www.sse.com.cn）上披露的《北特科技关于无需编制前次募集资金使 用情况报告的公告》。 请各位股东及股东代表审议。 上海北特科技股份有限公司董事会 二〇二五年七月十六日 一、会议时间：2025 年 7 月 16 日（周三）14：30 二、会议方式：以现场投票和网络投票相结合，建议优先网络方式参会 三、会议地点：上海市长宁路 1018 号，上海龙之梦万丽酒店，10 楼会议室 四、与会人员签到：2025 年 7 月 16 日（周三）14： ...

Group 1 - The core viewpoint of the report is that the demand for ball screws will increase due to the rise in domestic high-end machine tool and equipment production, as well as the development of the electric vehicle sector and humanoid robots [1][2] - Ball screws are a critical linear motion component with high technical barriers, and the domestic production rate is lower compared to other core components [1] - The report recommends specific companies such as Fuda Co., Ltd. (603166.SH) and Beite Technology (603009.SH), while also suggesting to pay attention to Shuanglin Co., Ltd. (300100.SZ), Wuzhou Xinchun (603667.SH), Rongtai Co., Ltd. (605133.SH), and Zhenyu Technology (300953.SZ) [1] Group 2 - The humanoid robot market presents significant demand, with ball screws accounting for approximately 19% of the value of humanoid robots [2] - The potential market for planetary roller screws is expected to exceed 45 billion yuan by 2030, driven by the demand from humanoid robots [2] - European companies dominate the market, with significant room for domestic replacement, as major global manufacturers hold substantial market shares in China [2]

Core Viewpoint - Beite Technology (603009.SH) is seizing opportunities in the humanoid robot development sector by announcing a private placement plan to raise up to 300 million yuan for the construction of a production base in Thailand, which aims to achieve an annual production capacity of 800,000 sets of planetary roller screws [1][2]. Group 1: Fundraising and Project Details - The company plans to issue shares to no more than 35 specific investors, with the total fundraising amount not exceeding 300 million yuan, which will be fully allocated to the first phase of the Thailand screw production base project [2]. - The total investment for the project is 349 million yuan, with a construction period of two years, located in the Longyan Industrial Park in Thailand [2]. - The project aims to enhance the company's growth trajectory and create new profit growth points while promoting technological advancement and increasing market share for domestic planetary roller screw products [2]. Group 2: Business Transformation and Market Position - Beite Technology is transitioning from a single automotive parts supplier to a dual-driven model of "automotive + robotics," focusing on expanding its product offerings, particularly in screws [1][3]. - The company has established a strong position in the automotive chassis parts industry and is recognized for its high-quality solutions in the commercial vehicle air conditioning compressor sector [4]. Group 3: Financial Performance and R&D Investment - The company has shown steady growth in its financial performance, with a reported revenue of 2.024 billion yuan in 2024, marking a year-on-year increase of 7.57%, and a net profit of 71.44 million yuan, up 40.43% [5]. - In the first quarter of 2025, Beite Technology achieved a revenue of 542 million yuan, reflecting a year-on-year growth of 10.73%, and a net profit of 23.06 million yuan, up 40.31% [5]. - The company has been increasing its R&D investment, with expenses rising from 69.27 million yuan in 2021 to 100 million yuan in 2024, indicating a commitment to innovation [5]. Group 4: Regional Business Performance - In 2024, Beite Technology's domestic revenue was 1.857 billion yuan, a year-on-year increase of 7.47%, while international revenue reached 138 million yuan, growing by 8.76% [6]. - The gross margin for international business was 22.47%, outperforming the domestic margin of 17.58%, highlighting the company's competitive edge in overseas markets [6].

Group 1 - Hengbang Co., Ltd. plans to establish a joint venture with Huasheng Development with a registered capital of 10 million yuan, where Hengbang will contribute 8 million yuan (80%) and Huasheng will contribute 2 million yuan (20%) [1] - Hunan Gold's subsidiary Anhua Zhazi Creek Smelting Plant will undergo temporary maintenance starting from the end of June 2025, expected to last no more than 30 days [2] - Defu Technology's subsidiary signed supply agreements for lithium battery copper foil products with two leading global companies, with contract durations of 3 years and 5 years respectively [3] Group 2 - Binjiang Group won the rights to two residential land parcels for a total price of 4.368 billion yuan [5] - Zhong'an Technology announced the resignation of its executive vice president and board secretary due to personal reasons [7] - Changqing Technology's project for special polymer materials and electronic materials has officially commenced production, adding a capacity of 120,500 tons per year [10] Group 3 - Gansu Energy received approval from the China Securities Regulatory Commission to publicly issue bonds totaling up to 2 billion yuan [10] - Shuoshi Biology obtained a medical device registration certificate for an in vitro diagnostic reagent, valid until June 2030 [12] - Yawen Co., Ltd. plans to issue shares to specific investors, with the application accepted by the Shenzhen Stock Exchange [13] Group 4 - Guoyao Modern's subsidiary received approval for the listing of a raw material drug, which is a selective anticholinergic agent [16] - Inner Mongolia First Machinery's subsidiary signed a railway freight car procurement contract worth 130 million yuan [18] - Xining Special Steel plans to raise up to 1 billion yuan through a private placement to its controlling shareholder [39] Group 5 - Huadong Medicine's subsidiary received approval for a clinical trial of a new injectable drug targeting advanced solid tumors [29] - Warner Pharmaceutical's compound potassium hydrogen phosphate injection passed the consistency evaluation for generic drugs [30] - North Special Technology plans to raise up to 300 million yuan through a private placement for a production base project in Thailand [30] Group 6 - Xiangyang Technology is the first candidate for a 533 million yuan Airbus project [45] - Haishun New Materials intends to acquire 100% of Guangdong Zhengyi Packaging [46] - Jida Zhengyuan's shareholder plans to reduce their stake by up to 0.73% due to personal financial needs [47]

Core Viewpoint - Beite Technology (603009.SH) plans to issue A-shares to specific investors through a simplified procedure, aiming to raise up to 300 million RMB for the construction of its Thailand screw production base project [1][2]. Group 1: Issuance Details - The issuance targets no more than 35 specific investors, including qualified institutional investors and other eligible entities as defined by the China Securities Regulatory Commission [1]. - The issuance price will be no less than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [1][2]. - The total number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [2]. Group 2: Financial Information - The total investment for the Thailand screw production base project is approximately 34.93 million RMB, with the raised funds expected to cover 30 million RMB of this amount [3]. - For the first quarter of 2025, the company reported a revenue of 542.15 million RMB, a year-on-year increase of 10.73% [4][5]. - The net profit attributable to shareholders for the same period was 23.06 million RMB, reflecting a year-on-year growth of 40.31% [4][5]. - The net cash flow from operating activities was -32.52 million RMB, an improvement from -42.86 million RMB in the same period last year [4][5].

Core Viewpoint - North Special Technology plans to raise up to 300 million yuan through a simplified procedure for a private placement of A-shares, with the funds allocated for the construction of a planetary roller screw production base in Thailand, seizing opportunities in the humanoid robot development sector [1][2] Company Overview - North Special Technology's main business includes the research, production, and sales of automotive parts, specifically in three segments: chassis components, aluminum alloy lightweighting, and integrated thermal management systems [1] - The company reported a revenue of 2.024 billion yuan and a net profit of 71.44 million yuan for 2024, with year-on-year growth rates of 7.57% and 40.43% respectively. In the first quarter of 2025, revenue and net profit reached 542 million yuan and 23.06 million yuan, reflecting growth rates of 10.73% and 40.31% [1] Industry Insights - The private placement aims to capitalize on the development opportunities of planetary roller screws, expanding product lines and enhancing technological capabilities, while promoting domestic substitution in the manufacturing sector [2][4] - Planetary roller screws are characterized by high transmission efficiency, stability, rapid response, and precision, making them suitable for applications in precision machine tools, aerospace, robotics, and the automotive industry [2] - The production of planetary roller screws involves complex processes such as material heat treatment, straightening, turning, grinding, and flaw detection, which aligns with the company's existing expertise in precision metal components [3] Market Dynamics - The planetary roller screw market is currently dominated by a few international players, with domestic enterprises still in the early stages of industrialization and heavily reliant on imports [4] - The implementation of the fundraising project is expected to accelerate the company's industrialization capabilities in planetary roller screws, breaking the previous monopoly of a few global suppliers and advancing the domestic substitution process [4] - As industrialization progresses, the costs of planetary roller screws are anticipated to decrease, facilitating their application in high-end manufacturing, aerospace, and new energy vehicles, thereby promoting the transformation of the manufacturing sector towards high-end and intelligent solutions [4]

Core Viewpoint - The announcement details the regulatory measures and penalties imposed on Beite Technology over the past five years, highlighting the company's commitment to improving governance and compliance following these incidents [1][2][3]. Regulatory Penalties - In December 2021, Beite Technology received an administrative penalty from the China Securities Regulatory Commission (CSRC) for overstating profits by 12.77 million yuan in its 2018 annual report, which constituted 23.63% of the reported profit [1][2]. - The company was fined 300,000 yuan and received a warning for violating the Securities Law [2]. Rectification Measures - Following the penalties, the company undertook significant rectification measures, including training for board members and management on legal regulations and internal controls, enhancing financial accounting practices, and improving the quality of information disclosure [2][3]. Previous Regulatory Actions - In 2020, Beite Technology was criticized for failing to issue a timely performance forecast after reporting a net loss for 2019, which led to a public reprimand from the Shanghai Stock Exchange [3][4]. - In May 2021, the company received a regulatory warning due to accounting errors related to its subsidiary, which affected the accuracy of financial reports from 2018 to 2020 [4][5]. Additional Violations - In August 2021, the company faced further scrutiny for improper fund transfers to related parties, amounting to 238 million yuan, which violated regulations regarding related party transactions [5][6]. - A verbal warning was issued in November 2024 for discrepancies in a share repurchase announcement, indicating ongoing compliance challenges [7][8].

Core Viewpoint - The company, Shanghai Beite Technology Co., Ltd., announced that it is not required to prepare a report on the use of previously raised funds due to the elapsed time since the last fundraising activities [1] Group 1 - The company held its 20th meeting of the 5th Board of Directors and the 19th meeting of the 5th Supervisory Board on June 26, 2025, where it approved the proposal for a simplified procedure to issue A-shares to specific targets for the year 2025 [1] - According to the regulations from the China Securities Regulatory Commission, a report on the use of previously raised funds is not necessary if the funds were raised more than five complete accounting years ago [1] - The company has not raised funds through methods such as rights issues, private placements, or convertible bonds in the last five accounting years, confirming that the previous fundraising has exceeded the five-year threshold [1]

Core Viewpoint - The announcement discusses the potential dilution of immediate returns due to the issuance of A-shares and outlines measures to mitigate this impact on shareholders [1][5][11]. Financial Impact of the Issuance - Before the issuance, the total share capital of the company is 338,526,168 shares, and the new issuance will not exceed 30% of this amount, leading to a maximum total of 368,526,168 shares post-issuance [1][4]. - The company projects a 10% increase in net profit for 2025 compared to 2024, resulting in a net profit of approximately 7,857.94 million yuan post-issuance [4]. - Basic earnings per share (EPS) before the issuance is 0.200 yuan, which is expected to decrease to 0.227 yuan after the issuance under the 10% growth scenario [4]. Relationship of Fundraising Projects to Existing Business - The company has over 20 years of experience in the automotive parts industry, focusing on chassis components and lightweight aluminum parts [6]. - The fundraising project aims to establish a production base for planetary roller screws, which aligns with the company's existing metal processing capabilities [6][7]. - The project is expected to facilitate the company's strategic transition from traditional automotive parts to high-end equipment manufacturing [6]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance the management of raised funds to ensure compliance and effective use [10]. - It aims to accelerate the implementation of the fundraising project to improve profitability and maintain shareholder interests [10]. - The company will strengthen its governance structure and operational efficiency to support long-term growth and shareholder returns [10]. Commitments from Management and Major Shareholders - The board and senior management commit to protecting shareholder interests and ensuring the effectiveness of the measures to mitigate dilution [11][12]. - Major shareholders pledge not to interfere with company operations or harm company interests during the fundraising process [12][13].

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to enhance profit distribution policies, ensuring transparency and stability in returns to shareholders [1][2]. Group 1: Factors Considered in Planning - The plan focuses on long-term sustainable development, taking into account the company's operational status, development goals, external financing environment, and the demands of investors, especially small and medium-sized shareholders [1]. - The company aims to create a systematic arrangement for dividend distribution to ensure reasonable returns for investors and maintain continuity in dividend policies [1]. Group 2: Principles of Planning - The profit distribution should emphasize reasonable returns for public shareholders, with annual distributions based on a specified proportion of the distributable profits [2]. Group 3: Profit Distribution Methods and Timing - Profit distribution can be in the form of cash, stock, or a combination, with cash dividends prioritized when conditions allow [2]. - The company aims to distribute profits at least once a year, within two months after the annual shareholders' meeting approval [2]. Group 4: Decision-Making Mechanism - The board will discuss and evaluate the timing, conditions, and proportions of cash dividends, with independent directors providing clear opinions and gathering feedback from small shareholders [3]. Group 5: Conditions and Proportions for Cash Dividends - Cash dividends will be distributed if the company is profitable and has positive retained earnings, with a minimum of 30% of distributable profits allocated for dividends [4]. - The board will consider industry characteristics, development stages, and significant capital expenditure plans when determining dividend policies [4]. Group 6: Conditions for Stock Dividends - Stock dividends may be proposed if the company shows good operational performance and the board believes that the capital structure needs adjustment [4]. Group 7: Adjustment Mechanism for Profit Distribution Policy - The profit distribution policy can be adjusted in response to significant changes in the external business environment or the company's operations, with a focus on protecting shareholder interests [5]. Group 8: Supervision and Constraints on Profit Distribution - The supervisory board will ensure compliance with the profit distribution policy and decision-making procedures, addressing any deviations [5]. Group 9: Effectiveness of Shareholder Return Plan - The plan will take effect upon approval by the shareholders' meeting and will be interpreted by the company's board [5].