证券代码：603037 证券简称：凯众股份 公告编号：2025-038 上海凯众材料科技股份有限公司 关于变更公司注册资本、取消监事会、修订《公司章程》 及其附件并修订部分制度的公告 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法律责任。 上海凯众材料科技股份有限公司（以下简称"公司"）于 2025 年 8 月 12 日 （星期二）召开第四届董事会第二十五次会议审议通过了《关于变更公司注册资 本及修订 <公司章程> 的议案》《关于取消监事会并修订 <公司章程> 及其附件的议 案》《关于修订公司部分治理制度的议案》，现将相关事项公告如下： 公司于 2025 年 5 月 29 日召开 2024 年年度股东大会审议通过了 《关于 2024 年度利润分配及资本公积转增股本方案的议案》，实施情况如下： 公司以 2025 年 6 月 20 日为股权登记日，向全体股东每股派发现金红利 0.35 元(含税)，以资本公积金每股转增 0.4 股。转增完成后，公司的总股本由 根据上述情况，公司拟相应变更注册资本并修订《公司章程》， 《公司章程》 一、变更注 ...

Core Points - The document outlines the rules for the shareholders' meeting of Shanghai Kaizhong Materials Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company emphasizes the importance of timely organization and execution of shareholders' meetings by the board of directors [3][4] - Shareholders have the right to propose meetings and agenda items, with specific procedures for calling extraordinary meetings [4][5][6] Group 1: Meeting Organization - The company must notify shareholders of the meeting location, which can be held in person or via electronic means [2][3] - The board secretary is responsible for the preparation and organization of the meeting [2] - Meetings should adhere to a principle of simplicity, avoiding unnecessary benefits for attendees [2] Group 2: Meeting Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be clearly defined [6][7] - Shareholders holding more than 1% of shares can submit proposals at least 10 days before the meeting [6][7] - Notifications must include comprehensive details about the meeting, including date, location, and agenda items [7][8] Group 3: Voting and Resolutions - Each share carries one vote, and resolutions can be ordinary or special, requiring different thresholds for approval [12][41] - The company employs a cumulative voting system for the election of directors, allowing shareholders to concentrate their votes [43] - Meeting records must be maintained, detailing attendance, proposals, and voting outcomes [54][55]

上海凯众材料科技股份有限公司 章 程 英文名称：Shanghai Carthane Co.,Ltd. 第五条 公司住所： 上海市浦东新区建业路 813 号。 二零二五 年 八 月 第一章 总则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和 行为，根据《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》)和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司(以下 简称"公司")。 经 2013 年 8 月 7 日公司创立大会决议，上海凯众聚氨酯有限公司进行股份 制改制，以整体变更的方式设立股份有限公司，并在上海市市场监督管理局(以 下简称"公司登记机关")注册登记，取得营业执照，营业执照注册号 第三条 公司于 2016 年 12 月 9 日经中国证券监督管理委员会批准（证监许 可[2016]3056 号），首次向社会公众发行人民币普通股 2,000 万股，于 2017 年 1 月 20 日在上海证券交易所(以下简称"交易所")上市。 第四条 公司注册名称： 中文名称：上海凯众材料科技股份有限公司 法定代表人因为 ...

General Principles - The rules are established to clarify the responsibilities and powers of the board of directors, standardize internal structures and operational procedures, and enhance the board's role as the center of business decision-making [2][3] Decision-Making Procedures - The board of directors must operate within the scope defined by the Company Law, Securities Law, and the company's articles of association [3] - The decision-making process includes investment decisions, financial budgeting, profit distribution, senior management appointments, and approval of organizational structures [3][4] Board Meetings - Board meetings can be regular or temporary, with the chairman responsible for convening and presiding over meetings [4][7] - Regular meetings must occur at least twice a year, while temporary meetings can be called under specific circumstances [7][8] Meeting Notifications - Notifications for board meetings must include essential details such as date, location, agenda, and the date of notification [9][14] - Changes to meeting details require prior notice and approval from all attending directors [14] Voting and Records - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [26][31] - Meeting records must be maintained, including attendance, agenda, and voting results, and must be preserved for ten years [35][38] Miscellaneous - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [39][42]

Core Points - The article outlines the selection and appointment process for accounting firms at Shanghai Kaizhong Materials Technology Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, as well as the company's articles of association [1] - The appointment or dismissal of accounting firms requires approval from the audit committee, the board of directors, and ultimately the shareholders' meeting [1][2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and meet qualifications set by regulatory authorities [5] - Firms must have a solid organizational structure, internal management systems, and a good reputation for audit quality [5][6] Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [2][3] - Various methods such as competitive negotiation, public selection, and invitation selection can be used to ensure a fair and transparent selection process [4][5] Group 4: Evaluation and Reporting - The audit committee must evaluate the performance of the appointed accounting firms annually and report to the board of directors [11][12] - Any significant changes in the audit firm or its fees must be disclosed to ensure transparency [7][8] Group 5: Special Provisions for Replacement - The company must replace the accounting firm if there are significant deficiencies in audit quality or if the firm fails to meet its obligations [9][10] - In case of a replacement during the audit period, the audit committee must propose a new firm to the board of directors [9][10] Group 6: Information Security and Compliance - Both the company and the accounting firms must adhere to information security regulations and ensure the protection of sensitive data [13][14] - The company is responsible for maintaining proper documentation related to the selection and appointment of accounting firms for at least ten years [12][13]

Core Points - The document outlines the independent director system of Shanghai Kaizhong Materials Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [1][2]. General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are obligated to act in good faith and diligence, ensuring compliance with laws and regulations while protecting the overall interests of the company and minority shareholders [2][3]. Independence Requirements - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their duties [2][3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3]. Appointment and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [5][6]. - The company must disclose relevant materials about independent director candidates before the shareholders' meeting [6][7]. Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have special rights to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [11][18]. Performance Evaluation - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [18][19]. - The company is required to provide necessary support and resources for independent directors to perform their duties effectively [34][35]. Compensation and Benefits - The company must cover the costs incurred by independent directors when hiring professional institutions and provide appropriate remuneration for their responsibilities [37][38].

General Principles - The company establishes a management system for external guarantees to clarify approval authority and standardize guarantee behavior, aiming to prevent and reduce risks [1][2] - External guarantees refer to the company providing guarantees, asset pledges, or other forms of security for debtors, which includes guarantees for subsidiaries [1][2] Scope of Application - The guarantee management system applies to the company and its wholly-owned and controlling subsidiaries, with subsidiaries required to follow the same procedures [2] - Branches of the company are prohibited from providing external guarantees without approval [2] Approval Process - All external guarantees must be approved by the board of directors or the shareholders' meeting, with no other department or individual authorized to provide guarantees [5][18] - Guarantees involving related parties require avoidance of personnel with economic interests or close relationships during evaluation and approval [2][5] Responsibilities and Management - The finance department is responsible for managing guarantee applications, conducting credit investigations, and risk assessments [4][8] - The legal department must review guarantee contracts to ensure compliance with legal standards [6][8] Contractual Obligations - Guarantee contracts must clearly define terms and conditions, and any changes to the guarantee must undergo a new evaluation and approval process [6][29] - The company must ensure that guarantees do not exceed its equity share unless approved by the shareholders' meeting [26] Monitoring and Evaluation - The company must maintain a detailed record of guarantee transactions and regularly monitor the financial status of the guaranteed parties [30][31] - The audit department is responsible for periodic checks on the execution of guarantee projects [8][33] Information Disclosure - The company must disclose approved external guarantees on the stock exchange and relevant media, including total guarantee amounts [43][46] - Independent directors must provide special reports on the status of guarantees in the annual report [44] Document Management - The finance department is responsible for managing all documents related to guarantees, including contracts and related rights [47][49] - Upon expiration of guarantee contracts, the company must ensure proper termination of the guarantee relationship [50]

Core Points - The document outlines the management system for related party transactions of Shanghai Kaizhong Materials Technology Co., Ltd, ensuring fairness, transparency, and protection of the rights of non-related shareholders [2][4][18] Group 1: Basic Principles - Related party transactions must adhere to principles of openness, fairness, and honesty [3][4] - The company may hire independent professionals to provide opinions when necessary [3] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [3][4] - Specific criteria are established to identify related parties, including those holding more than 5% of shares [3][4] Group 3: Reporting and Disclosure - Directors and senior management must report related party lists and relationships to the board [6][10] - Transactions exceeding certain thresholds must be submitted for board approval and disclosed [11][12] Group 4: Decision-Making Procedures - Related party transactions require approval from non-related directors and must be disclosed to shareholders [19][20] - The board must ensure that related directors abstain from voting on related transactions [19][20] Group 5: Exemptions from Procedures - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure requirements [29][30] - Transactions involving cash contributions to newly established companies under specific conditions may also be exempt [30]

Key Points Summary Core Viewpoint The Shanghai Kaizhong Materials Technology Co., Ltd. is set to issue convertible bonds totaling 308.447 million yuan, with a focus on providing priority allocation to existing shareholders before offering the remaining bonds to the public. Group 1: Issuance Details - The total amount of the convertible bond issuance is 308.447 million yuan, with each bond priced at 100 yuan [17][12][30] - The issuance date is scheduled for August 15, 2025, with the record date for shareholders being August 14, 2025 [1][16] - The bonds will have a maturity period of 6 years, from August 15, 2025, to August 14, 2031 [17][18] Group 2: Shareholder Allocation - Existing shareholders will have priority in subscribing to the bonds, with a calculated allocation of 0.001150 bonds per share held [4][10] - The maximum number of bonds available for priority allocation to existing shareholders is 308,447 hands [4][13] - Shareholders can subscribe to the bonds through the Shanghai Stock Exchange trading system on the issuance date [5][11] Group 3: Public Offering - After the priority allocation to existing shareholders, any remaining bonds will be offered to the public through an online subscription process [2][28] - The public subscription will not require upfront payment for the remaining bonds [5][11] - The maximum subscription limit for each investor is set at 1,000 hands [11][13] Group 4: Interest and Conversion Terms - The bonds will have a tiered interest rate structure, starting at 0.20% in the first year and increasing to 1.80% by the sixth year [17][18] - The initial conversion price is set at 12.70 yuan per share, with provisions for adjustments based on corporate actions [20][21] - Holders of the bonds will have the option to convert their bonds into shares during the specified conversion period [19][23]

上海凯众材料科技股份有限公司（以下简称"凯众股份"或"发行人"）向 不特定对象发行可转换公司债券已获得中国证券监督管理委员会（以下简称"中 国证监会"）证监许可〔2025〕1244 号文同意注册。 本次发行向原股东优先配售，原股东优先配售后余额部分（含原股东放弃优 先配售部分）采用网上通过上海证券交易所交易系统向社会公众投资者发售的方 式进行。 证券代码：603037 证券简称：凯众股份 公告编号：2025-037 上海凯众材料科技股份有限公司 保荐人（主承销商）：国泰海通证券股份有限公司 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。 特此公告。 发行人：上海凯众材料科技股份有限公司 保荐人（主承销商）：国泰海通证券股份有限公司 本次发行的可转换公司债券发行公告已刊登于 2025 年 8 月 13 日（T-2 日） 的《证券时报》等中国证监会指定的上市公司信息披露媒体，募集说明书全文及 相关资料可在上海证券交易所网站（http://www.sse.com.cn）查询。 为便于投资者了解凯众股份本次向不特定对象发行可转换公司债 ...