Core Viewpoint - The company plans to issue A-shares to specific investors, aiming to raise up to 450 million yuan for its projects and working capital [1][2]. Group 1: Issuance Details - The issuance will target no more than 35 specific investors, including various financial institutions and qualified investors [1]. - The shares will be priced at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [1]. - The total number of shares issued will not exceed 30% of the company's total shares before the issuance, amounting to a maximum of 72,009,980 shares [2]. Group 2: Fund Allocation - The total investment for the Zhengyu Intelligent Manufacturing Park (Phase II) is 430.93 million yuan, with 360 million yuan planned to be raised from this issuance [3]. - An additional 90 million yuan is allocated for supplementing working capital, bringing the total planned fundraising to 450 million yuan [3]. Group 3: Control and Ownership - As of June 30, 2025, the actual controllers of the company, the Zheng brothers, hold 145.76 million shares, representing 60.73% of the total shares [3]. - Post-issuance, their control will decrease to 46.71%, but they will remain the actual controllers of the company [3]. Group 4: Previous Issuance Context - The company previously announced the termination of a simpler issuance process for 2024 due to non-compliance of the hired securities service institution [4]. - The earlier plan aimed to raise up to 250 million yuan for the Zhengyu Intelligent Manufacturing Park project [4]. Group 5: Financial Performance - The company anticipates a significant increase in net profit for the first half of 2025, projecting approximately 118.36 million yuan, a 420.05% increase year-on-year [6]. - The expected net profit after excluding non-recurring gains and losses is around 68.69 million yuan, reflecting a 268.62% increase compared to the previous year [6].

Core Viewpoint - Zhengyu Industrial is accelerating its expansion by issuing new shares to raise up to 450 million yuan, with funds primarily allocated for the construction of its Intelligent Manufacturing Park (Phase II) and to supplement working capital [2][3][4]. Fundraising and Investment - The company plans to raise a maximum of 450 million yuan, with 360 million yuan (80% of the total) earmarked for the Intelligent Manufacturing Park (Phase II) project, which has a total investment of approximately 431 million yuan [3][4]. - The project aims to produce various shock absorber products, including traditional and electric control intelligent shock absorbers, with a construction period of 24 months and a static investment recovery period of 8.13 years [3][4]. Financial Performance - Zhengyu Industrial is projected to achieve a net profit of 118 million yuan in the first half of 2025, representing a year-on-year increase of 420.05%, with a significant second-quarter net profit increase of over 11 times [7]. - The company reported a revenue of 2.303 billion yuan in 2024, a 30.98% increase from the previous year, with the shock absorber segment contributing 1.635 billion yuan, up 32.09% [6][7]. Market Position and Strategy - Zhengyu Industrial has established a dual capacity layout with domestic and overseas bases, enhancing its competitiveness and market share [4][5]. - The company has a comprehensive product matrix covering over 20,000 varieties of shock absorbers, catering to both passenger and commercial vehicles, with a strong focus on R&D, investing 269 million yuan from 2022 to 2024 [2][4][7]. Asset Growth - The total assets of Zhengyu Industrial increased from 1.804 billion yuan in 2020 to 3.494 billion yuan in 2024, marking a growth of 93.68% [8].

Core Viewpoint - Zhejiang Zhengyu Industrial Co., Ltd. has decided to cancel its supervisory board and amend its registered capital and articles of association, reflecting a shift in corporate governance structure and compliance with updated regulations [1][3]. Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board or supervisors, with the powers previously held by the supervisory board now transferred to the audit committee of the board of directors [1][3]. - The relevant rules governing the supervisory board have been abolished, and provisions related to the supervisory board will no longer apply [1][3]. Group 2: Change in Registered Capital - The company has received approval from the China Securities Regulatory Commission for the issuance of 2.9 million convertible bonds, which can be converted into A-shares starting from July 7, 2020 [1][2]. - As of the last conversion date on June 18, 2025, a total of 289,495,000.00 yuan of convertible bonds have been converted into 31,226,743 shares, increasing the total share capital from 223,738,756 shares to 240,033,268 shares [2][3]. Group 3: Amendments to Articles of Association - The articles of association will be revised to reflect the cancellation of the supervisory board, changes in registered capital, and the addition of provisions regarding the responsibilities of controlling shareholders and actual controllers [3][4]. - Key amendments include the removal of supervisory board-related provisions, the establishment of a worker representative director on the board, and the clarification of the obligations of controlling shareholders [3][4][5].

Group 1 - The company is confirmed to meet the qualifications and conditions for issuing A-shares to specific targets in 2025 [1] - The proposal for the issuance of A-shares to specific targets in 2025 has been unanimously approved by the supervisory board, aligning with the company's long-term development plan and benefiting all shareholders [2] - The analysis report regarding the issuance of A-shares has been deemed sufficient and relevant, considering the company's industry, financial status, and funding needs [2][3] Group 2 - The feasibility analysis report for the use of funds raised from the issuance of A-shares has been approved, indicating compliance with national industrial policies and enhancing the company's competitive capabilities [2][3] - The company has provided an analysis of the impact on immediate returns due to the issuance of A-shares and proposed specific measures to mitigate this impact, with commitments from relevant parties [3] - The special report on the use of previously raised funds has been approved, confirming compliance with regulations and no violations in fund usage [4] Group 3 - The establishment of a special account for the funds raised from the issuance of A-shares has been approved, aimed at improving fund management and efficiency [4]

Group 1 - The company plans to raise a total of up to 450 million yuan for investment projects, with a total project investment of 520.93 million yuan [1] - The main project is the second phase of the Zhengyu Intelligent Manufacturing Park, focusing on shock absorber products, including traditional and electric control intelligent suspension shock absorbers [1][2] - The company aims to enhance production capacity to meet growing demand in both domestic and overseas automotive aftermarket sectors [2][4] Group 2 - The automotive shock absorber market is expected to grow due to increasing vehicle ownership and demand for high-quality automotive components [4][5] - The company has a strong R&D capability and has established a multi-level management system for product development, which supports the successful implementation of the investment project [6][12] - The project is expected to improve the company's financial structure and reduce financial costs by supplementing working capital with raised funds [9][10] Group 3 - The project has a static investment payback period of 8.13 years and an internal rate of return of 13.44%, indicating good economic benefits and financial feasibility [9] - The company has established long-term stable relationships with international automotive parts suppliers, which will help in absorbing the new production capacity [7][12] - The investment aligns with national industrial policies and the company's strategic development direction, enhancing its competitive advantage in the market [11][12]

Fundraising Overview - Zhejiang Zhengyu Industrial Co., Ltd. raised a total of RMB 290 million through the issuance of 2.9 million convertible bonds at a face value of RMB 100 each, with a net amount of RMB 285.58 million after deducting underwriting fees [1][2] - The funds were deposited in a special account and verified by Tianjian Accounting Firm [1] Fund Utilization - The total amount of funds used was RMB 287.83 million, which includes investments in the automotive suspension damping product project and working capital [1][5] - The actual investment in the automotive suspension damping product project was RMB 28.56 million, while the working capital project received the remaining funds [1][5] Financial Performance - The company reported a total return of RMB 223.68 million from idle funds, which includes interest from bank deposits and returns from low-risk financial products [2][3] - The automotive suspension damping product project achieved a projected annual net profit of RMB 37.62 million once fully operational, although market conditions have limited its performance [7] Idle Fund Management - The company has utilized idle funds for low-risk financial products, with a total of RMB 260 million invested in bank financial products from 2020 to 2021, yielding returns of RMB 1.46 million and RMB 2.17 million respectively [3][4] - Temporary working capital was supplemented using idle funds, with amounts of RMB 130 million, RMB 90 million, and RMB 37 million approved for use in different years, all of which were recovered within the stipulated time [3][4] Project Completion and Account Closure - As of December 31, 2024, all fundraising projects have been completed, and the special fundraising account has been closed with no remaining balance [2][5]

Core Viewpoint - Zhejiang Zhengyu Industrial Co., Ltd. has not faced any penalties from regulatory authorities in the last five years, but it has received warnings related to performance forecasts and short-term trading violations by a former executive [1][2][5]. Regulatory Actions and Rectification - In the last five years, the company has not been penalized by regulatory authorities or exchanges [1]. - The company received a verbal warning for inaccurate performance forecasts, where the actual net profit for 2020 was reported at 4.34 million yuan, significantly lower than the forecast range of 10.08 million to 24.96 million yuan, representing a decrease of 57% to 83% [1][2]. - The warning was issued to the company and its then-chairman, general manager, board secretary, financial officer, and an independent director for failing to fulfill their duties as per the stock listing rules [2]. - The company has taken corrective measures by enhancing training on stock listing rules and improving internal management to prevent similar issues in the future [2][5]. - A warning letter was issued to the former vice president, Li Zhenhui, for short-term trading violations involving his spouse's trading activities, which included buying 106,300 shares and selling 109,200 shares within a six-month period, constituting a violation of the Securities Law [3][4]. - The short-term trading profits of 23,347 yuan were returned to the company, and Li Zhenhui resigned from his position on May 25, 2020 [4][5]. - The company has communicated these issues to its major shareholders and has emphasized the importance of compliance with securities laws among its executives [5].

目 录 | 一、前次募集资金使用情况鉴证报告………………………………第 | 1—2 | 页 | | --- | --- | --- | | 二、前次募集资金使用情况报告……………………………………第 | 3—8 | 页 | | 三、附件…………………………………………………………… 第 | 9—12 | 页 | 前次募集资金使用情况鉴证报告 天健审〔2025〕15719 号 浙江正裕工业股份有限公司全体股东： 我们鉴证了后附的浙江正裕工业股份有限公司（以下简称正裕工业公司）管 理层编制的截至 2024 年 12 月 31 日的《前次募集资金使用情况报告》。 一、对报告使用者和使用目的的限定 本鉴证报告仅供正裕工业公司向特定对象发行股票时使用，不得用作任何其 他目的。我们同意本鉴证报告作为正裕工业公司向特定对象发行股票的必备文件， 随同其他申报材料一起上报。 二、管理层的责任 正裕工业公司管理层的责任是提供真实、合法、完整的相关资料，按照中国 证券监督管理委员会《监管规则适用指引——发行类第 7 号》的规定编制《前次 募集资金使用情况报告》，并保证其内容真实、准确、完整，不存在虚假记载、 误导性陈述或重大遗漏。 ...

General Principles - The management system for the shares held by the directors and senior management of Zhejiang Zhengyu Industrial Co., Ltd. aims to strengthen the management of shareholding changes and clarify procedures based on relevant laws and regulations [1][2] - Directors and senior management must comply with this system [1] Shareholding Change Rules and Information Disclosure - Directors and senior management must notify the board secretary in writing before buying or selling shares, and the board secretary will verify compliance with disclosure and major matters [3][4] - Shareholding changes must be reported to the company within two trading days, including details such as the number of shares held before and after the change [8][9] Restrictions on Share Transfer - Directors and senior management cannot transfer shares within one year of the company's stock listing or within six months after leaving the company [10] - The maximum number of shares that can be transferred annually is limited to 25% of the total shares held [5][6] Reporting and Compliance - Directors and senior management must ensure that their family members and related parties do not trade based on insider information [9][10] - Violations of the system may result in penalties, including warnings, demotions, or legal actions [26][27] Implementation and Amendments - The system will be implemented upon approval by the board and will replace the previous remuneration management system for directors and senior management [31]

Core Points - The document outlines the resignation management system for directors of Zhejiang Zhengyu Industrial Co., Ltd, aiming to ensure stability and continuity in corporate governance while protecting the rights and interests of the company and its shareholders [2][3]. Chapter 1: General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the company's own articles of association [2]. Chapter 2: Types of Resignation and Procedures - Types of director resignations include term expiration without re-election, voluntary resignation, retirement, dismissal, and other circumstances leading to actual resignation [4]. - Directors automatically resign upon the approval of the shareholders' meeting if their term expires without re-election [5]. - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon delivery, except in specific circumstances [6]. Chapter 3: Responsibilities and Obligations of Resigning Directors - Resigning directors must complete all handover procedures and report relevant information through the stock exchange within two trading days after resignation [5]. - The company can require resigning directors to fulfill any outstanding public commitments and may seek compensation for any losses incurred due to non-fulfillment [11]. - Resigning directors are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [12]. Chapter 4: Management of Resigning Directors' Shareholdings - Resigning directors are restricted from transferring their shares within six months after leaving the company [18]. - Directors who resign before their term ends must adhere to specific share reduction limits during their tenure and the six months following their departure [18]. Chapter 5: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations, as well as the company's articles of association [21]. - The board of directors is responsible for formulating, interpreting, and amending this system [22].