证券日报网讯 9月9日晚间，凯众股份发布公告称，规范公司募集资金的存放、使用与管理，保护投资 者合法权益，根据有关法律法规、规范性文件的规定，并经公司股东会及董事会的授权，近日，公司、 公司全资子公司凯众汽车零部件（江苏）有限公司及本次发行的保荐人国泰海通证券股份有限公司与募 集资金专户开户银行签订了《募集资金专户存储三方监管协议》《募集资金专户存储四方监管协议》。 （文章来源：证券日报） ...

证券代码：603037 证券简称：凯众股份 公告编号：2025-056 上海凯众材料科技股份有限公司 关于召开2025年半年度业绩说明会的公告 "价值在线"（www.ir-online.cn）举办上海凯众材料科技股份有限公司 2025 年半年度业绩说明会，与投资者进行沟通和交流，广泛听取投资者的意见和建议。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 一、说明会类型 上海凯众材料科技股份有限公司（以下简称"公司"）已于 2025 年 8 月 30 日在上海证券交易所网站（www.sse.com.cn）披露了《2025 年半年度报告》及 《2025 年半年度报告摘要》。为便于广大投资者更加全面深入地了解公司经营 业绩、发展战略等情况，公司定于 2025 年 09 月 18 日（星期四）15:00-16:30 在 会议召开时间：2025 年 09 月 18 日（星期四）15:00-16:30 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 会 议 问 题 征 集 ： 投 ...

证券代码：603037 证券简称：凯众股份 公告编号：2025-055 上海凯众材料科技股份有限公司 关于签订募集资金专户存储三方及四方监管协议的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 | 序号 | 开户主体 | 开户银行 | 银行账号 | 帐户用途 | | --- | --- | --- | --- | --- | | 1 | 上海凯众材料科技 | 中信银行股份有限 | 8110201013201950862 | 补充流动资金 | | | 股份有限公司 | 公司上海分行 | | | 本次募集资金专户的开立情况如下： | 2 | | | --- | --- | | （江苏）有限公司 | 凯 众 汽 车 | | | 零 部 件 | | 扩产项目 | 南通生产基地 | | 公司上海黄浦支行 | 兴业银行股份有限 216320100100410740 | 三、《募集资金专户存储三方监管协议》、《募集资金专户存储四方监管 协议》的主要内容 （一）《募集资金专户存储三方监管协议》 一、募集资金基本情况 上海凯众材料科 ...

Group 1 - The company is undergoing a board of directors election process as the fourth board has reached its term limit [2][4] - The new board will consist of nine directors, including three independent directors and one employee representative director [2][4] - The election of the new board members is scheduled to take place at the shareholders' meeting, and the current board will continue to fulfill its duties until then [6][8] Group 2 - The company has nominated candidates for the fifth board of directors, with independent director candidates requiring approval from the Shanghai Stock Exchange [5][4] - The candidates for the non-independent directors include individuals with extensive experience in finance and management within the company [9][10][12] - The independent director candidates have backgrounds in accounting and engineering, contributing to the company's governance and oversight [15][16]

Group 1 - The company plans to amend its articles of association in accordance with changes in share capital and registered capital, and will handle the relevant business registration changes [1] - The registered capital of the company is stated to be in Renminbi, with the total number of issued shares being 268,074,568 shares, with no other class of shares [2] - Other provisions of the articles of association remain unchanged aside from the aforementioned amendments [2]

Group 1 - The board of directors of Shanghai Kaizhong Materials Technology Co., Ltd. held its 27th meeting on September 4, 2025, with all 9 directors present [1][2] - The board approved the nomination of candidates for the fifth board of directors, including both non-independent and independent directors, with terms starting from the date of shareholder approval [1][2] - The board also approved the remuneration plans for both non-independent and independent directors, with independent directors receiving a net annual allowance of 120,000 yuan each [2][3] Group 2 - The board approved the repurchase and cancellation of shares related to the 2022 employee stock ownership plan due to unmet unlocking conditions [3] - The board approved adjustments to the repurchase price for the 2023 restricted stock incentive plan and the cancellation of certain restricted stocks [3][4] - The board proposed to reduce the registered capital and amend the company's articles of association, pending shareholder approval [4]

Meeting Information - The shareholders' meeting of Shanghai Kaizhong Materials Technology Co., Ltd. is scheduled for September 22, 2025, at 14:30 [1] - The meeting will be held at the company's conference room located at 813 Jianye Road, Pudong New District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with specific time slots for trading system voting from 9:15 to 15:00 on the meeting day [2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of shares [3][4] - Votes exceeding the number of shares held or multiple votes for the same proposal will be considered invalid [4] Meeting Agenda - The meeting will review non-cumulative voting proposals, including a proposal for the repurchase and cancellation of shares due to unmet unlocking conditions [2][6] - Cumulative voting will be used for the election of directors and independent directors, allowing shareholders to allocate their votes among candidates [6][7] Attendance and Registration - Shareholders registered by the close of trading on September 12, 2025, are eligible to attend the meeting [4] - Registration for attendance must be completed by September 19, 2025, with specific documentation required [5] Additional Information - The meeting is expected to last half a day, and attendees are responsible for their own travel and accommodation arrangements [5] - Contact information for registration includes a phone number and email address for inquiries [5]

Core Points - The company is holding a shareholders' meeting on September 22, 2025, to discuss various agenda items including the reallocation of the employee stock ownership plan and the election of the fifth board of directors [1][2][3] - The meeting will include voting on the election of non-independent and independent directors, as well as the approval of compensation plans for the board members [4][7][10] - The company plans to repurchase and cancel a total of 472,360 shares from the 2022 employee stock ownership plan due to unmet performance conditions and other factors [11][12] Meeting Agenda - The meeting will start with a registration process for shareholders and verification of their identities [1] - The election of the fifth board of directors will be conducted, with specific candidates nominated for both non-independent and independent director positions [4][7] - Voting will be conducted using a cumulative voting system, and the results will be announced at the end of the meeting [5][6] Shareholder Rights and Conduct - Shareholders have the right to speak, inquire, and vote during the meeting, but must register in advance for speaking [1][2] - The meeting will enforce strict conduct rules to maintain order, including restrictions on recording and disruptive behavior [1][2] Capital Reduction Proposal - The company proposes to reduce its registered capital and amend its articles of association following the repurchase of shares from the employee stock ownership plan and other incentive plans [12]

Core Viewpoint - The legal opinion letter from Shanghai Dongfang Huayin Law Firm confirms that Shanghai Kaizhong Materials Technology Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of certain restricted stocks and stock options for 2023 and 2024, in compliance with relevant laws and regulations [2][11][14]. Group 1: Legal Framework and Compliance - The law firm has verified that Kaizhong Materials is a legally established and validly existing listed company, with no circumstances requiring termination, dissolution, or liquidation as per the Company Law and relevant regulations [2][4]. - The company has provided all necessary original documents and statements, ensuring their authenticity and compliance, which the law firm has thoroughly verified [2][3]. Group 2: Stock Incentive Plans - The 2023 restricted stock incentive plan has been approved, allowing the company to grant 430,020 shares of restricted stock to four incentive objects at a price of 8.23 yuan per share [5][6]. - The 2024 stock option and restricted stock incentive plan has also been approved, with 29 individuals receiving 3.402 million stock options at an exercise price of 14.52 yuan per option, and three individuals receiving 1.386 million restricted stocks at a price of 7.09 yuan per share [8][10]. Group 3: Repurchase and Cancellation Details - The company plans to repurchase and cancel 166,600 shares of restricted stock at an adjusted price of 3.69 yuan per share, and to cancel 2,367,680 stock options at an adjusted exercise price of 10.12 yuan per option [10][12][13]. - The repurchase and cancellation are based on the failure to meet performance targets for the respective incentive plans, necessitating the cancellation of unvested stocks and unexercised options [11][12]. Group 4: Conclusion and Next Steps - The law firm concludes that the repurchase and cancellation of stocks and options have met all necessary legal requirements and that the company must fulfill its disclosure obligations and complete the necessary registration procedures [14].

Core Viewpoint - The company announced the repurchase and cancellation of 166,600 restricted stocks from its 2023 incentive plan at a price of 3.69 yuan per share due to unmet performance targets for the second unlock period [1][8][9]. Summary by Sections Announcement Details - The company will repurchase and cancel a total of 166,600 restricted stocks from the 2023 incentive plan [1][4]. - The repurchase price is set at 3.69 yuan per share [1][9]. Approval Process - The board of directors approved the adjustment of the repurchase price and the cancellation of the restricted stocks during a meeting held on September 4, 2025 [1][4]. - The necessary approval procedures for the stock incentive plan have been completed [2][3]. Adjustment of Stock Quantity and Price - The number of restricted stocks to be repurchased was adjusted from 119,000 to 166,600 due to capital reserve transfers and stock dividends [5][6]. - The adjusted repurchase price was calculated based on the original grant price and the impact of dividends and capital increases [8][9]. Reasons for Repurchase - The repurchase is necessitated by the failure to meet the performance target of a 32% revenue growth from 2022 to 2024, which is a condition for the second unlock period of the incentive plan [8][9]. Impact on Share Structure - The repurchase will affect the company's share structure, with the repurchased stocks representing 28.33% of the total granted shares under the incentive plan and 0.06% of the total share capital [8][10]. - Post-repurchase, the total share capital will be adjusted accordingly [10][11]. Future Actions - The company will proceed with the necessary registration changes and updates to its articles of association following the repurchase [11][12]. - The company is committed to fulfilling its disclosure obligations regarding this repurchase [11][12].