Summary of Key Points Core Viewpoint - The shareholder Changjiang Chenda has completed a share reduction plan, selling a total of 1,615,700 shares of Suzhou Xidian New Energy Electric Co., Ltd., which represents approximately 0.9998% of the company's total share capital, reducing its stake from 4.5% to 3.5% [1][2][3] Group 1: Shareholder Information - Before the reduction plan, Changjiang Chenda held 7,272,000 shares, accounting for 4.5% of the total share capital [1] - The shares were acquired prior to the company's initial public offering (IPO) and were fully released from restrictions on January 13, 2025 [1] Group 2: Reduction Plan Implementation - The reduction plan was first disclosed on March 12, 2025, with a maximum intended reduction of 1,616,000 shares, not exceeding 1% of the total share capital [1] - The actual reduction occurred between April 3, 2025, and July 2, 2025, through centralized bidding [2] - The reduction price ranged from 34.12 to 41.66 yuan per share, totaling approximately 60,842,297.74 yuan [2] Group 3: Current Shareholding Status - Following the reduction, Changjiang Chenda currently holds 5,656,300 shares, which is 3.5% of the total share capital [2] - The actual reduction was consistent with the previously disclosed plan, and the plan was not terminated early [3]

重要内容提示： 股东持股的基本情况 证券代码：603312 证券简称：西典新能 公告编号：2025-047 苏州西典新能源电气股份有限公司 股东减持股份结果公告 本公司董事会、全体董事及相关股东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。 本次减持计划实施前，苏州西典新能源电气股份有限公司（以下简称"公 司"）股东长江晨道（湖北）新能源产业投资合伙企业（有限合伙）（以下简称 "长江晨道"）持有公司股份 7,272,000 股，占公司总股本的 4.50%。以上股份 来源为公司首次公开发行前取得，已全部解除限售并于 2025 年 1 月 13 日上市 流通。 减持计划的实施结果情况 公司于 2025 年 3 月 12 日在上海证券交易所网站（www.sse.com.cn）披露 了《股东减持股份计划公告》（公告编号：2025-009）。股东长江晨道拟于该减持 计划公告披露之日起 15 个交易日后的 3 个月内通过集中竞价或大宗交易方式合 计减持公司股份不超过 1,616,000 股，拟减持比例不超过公司总股本的 1%。 近日，公司收到长江晨道减持结果告 ...

Core Viewpoint - The company is proposing significant changes in its governance structure and international expansion strategy during the 2025 Second Extraordinary General Meeting of Shareholders, including the cancellation of the supervisory board and the establishment of overseas subsidiaries to enhance its global presence [2][10]. Group 1: Governance Changes - The company plans to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and will revise the relevant articles in the company’s charter and meeting rules [8][9]. - The proposed changes have been approved by the company's board of directors and supervisory board in previous meetings and are now presented for shareholder approval [8][9]. Group 2: International Expansion - The company intends to establish a wholly-owned subsidiary in Hong Kong and two subsidiaries in Singapore and Thailand, with a total investment not exceeding 200 million RMB (approximately 28.4 million USD) for setting up and operating these entities [10][11]. - The investment will primarily be used for establishing a production base in Thailand, including land acquisition, construction, equipment procurement, and working capital [11][12]. - The establishment of these subsidiaries is part of the company's strategy to enhance its international market presence and better serve overseas customers [11][12].

证券代码：603312 证券简称：西典新能 苏州西典新能源电气股份有限公司 2025 年第二次临时股东大会 会议资料 2025 年 7 月 苏州西典新能源电气股份有限公司 2025 年第二次临时股东大会会议资料 目 录 | 2025 年第二次临时股东大会会议须知 2 | | --- | | 2025 年第二次临时股东大会会议议程………………………………..……………4 | | 议案一：关于取消公司监事会并修订〈公司章程〉及相关议事规则的议案 6 | | 议案二：关于修订公司内部治理制度的议案 7 | | 议案三：关于对外投资暨设立境外子公司及孙公司并建设泰国生产基地的议案8 | 1 苏州西典新能源电气股份有限公司 2025 年第二次临时股东大会会议资料 苏州西典新能源电气股份有限公司 2025 年第二次临时股东大会会议须知 为维护全体股东的合法权益，确保苏州西典新能源电气股份有限公司（以下 简称"公司"）本次股东大会会议秩序和议事效率，根据《中华人民共和国公司 法》（以下简称"《公司法》"）、《上市公司股东大会规则》以及《公司章程》 和《股东大会议事规则》的有关规定，特制定大会须知如下： 一、公司董事会以维护 ...

证券代码：603312 证券简称：西典新能 公告编号：2025-046 苏州西典新能源电气股份有限公司 关于以集中竞价交易方式回购公司股份的进展公告 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。 重要内容提示： | 回购方案首次披露日 | 2024/9/13 | | | | | --- | --- | --- | --- | --- | | 回购方案实施期限 | 2024 年 9 月 30 年 | 日~2025 | 9 | 月 29 日 | | 预计回购金额 | 5,000万元~10,000万元 | | | | | 回购用途 | √减少注册资本 □用于员工持股计划或股权激励 | | | | | | □用于转换公司可转债 | | | | | | □为维护公司价值及股东权益 | | | | | 累计已回购股数 | 1,600,500股 | | | | | 累计已回购股数占总股本比例 | 0.99% | | | | | 累计已回购金额 | 53,341,392.98元 | | | | | 实际回购价格区间 | 30.17元/股~3 ...

Core Viewpoint - Company plans to invest up to 200 million RMB to establish a production base in Thailand, aiming to expand its international market presence and better meet diverse overseas customer needs [1][2] Group 1: Investment and Expansion - The investment will be used for setting up companies, purchasing land, constructing factories, and procuring equipment [2] - The overseas investment is a key part of the company's international development strategy, enhancing its ability to expand overseas business and service levels [2] - Company has established technical exchanges and business expansions with several overseas clients in the new energy and energy storage sectors [2] Group 2: Financial Performance - Company has shown continuous revenue and net profit growth from 2021 to 2024, with revenues of 8.22 billion, 15.93 billion, 18.35 billion, and 21.65 billion RMB, representing year-on-year growth rates of 228.77%, 93.86%, 15.24%, and 17.94% respectively [5] - Net profits for the same period were 803.4 million, 1.55 billion, 1.98 billion, and 2.28 billion RMB, with year-on-year growth rates of 259.29%, 92.31%, 28.23%, and 14.99% respectively [5] - In Q1 2025, the company achieved revenues of 707 million RMB, a year-on-year increase of 80.3%, and net profits of approximately 71.85 million RMB, up 44.8% year-on-year [5] Group 3: Client Relationships - Company has established long-term stable relationships with several high-quality clients in various application fields, including Ningde Times, Honeycomb Energy, SAIC Times, and BYD [5][6] - A significant portion of the company's sales comes from Ningde Times, with sales to this client accounting for 68.55% of total sales in 2024 [6]

Fundraising Overview - The total amount raised by Suzhou Xidian New Energy Electric Co., Ltd. is RMB 1,172,408,000, with a net amount of RMB 1,172,408,000 after deducting issuance costs [1][2] - The company has established a dedicated account for the management of the raised funds and signed a regulatory agreement with the sponsor and bank to ensure the safety of fund usage [2] Investment Project Details - The main investment project is the expansion of the production capacity for 8 million power battery connection systems, with a total expected investment of RMB 895.0184 million [2] - The project is aimed at supporting clients such as CATL's Yibin base and nearby battery and vehicle manufacturers [3] Changes in Implementation - The implementation subject and location for the "Chengdu Battery Connection System Production Project" have been adjusted to include a new subsidiary in Suzhou due to client requirements [3][4] - The R&D center's implementation subject has been changed to Suzhou Xidian New Energy Vehicle Electronics Co., Ltd. to enhance efficiency in fund usage and align with the company's business needs [5] New Subsidiary Information - The new subsidiary, Suzhou Xidian New Energy Vehicle Electronics Co., Ltd., was established on April 27, 2022, with a registered capital of RMB 50 million [5] Fund Management and Impact - The board has authorized the finance department to manage the new dedicated account for the project, ensuring compliance with legal regulations [6] - The changes in implementation subjects and locations are expected to optimize internal resource allocation without affecting the investment purpose or scale [6] Approval Process - The changes were approved in the board and supervisory meetings held on June 24, 2025, in accordance with relevant regulations [6][7] - The sponsor has no objections to the changes, confirming compliance with the Shanghai Stock Exchange rules [8]

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Suzhou Xidian New Energy Electric Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [2][3]. Group 1: General Principles - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the total number of directors to be elected, enabling concentrated or distributed voting [2][3]. - This system applies to proposals for the election or change of directors, including both independent and non-independent directors [2][3]. Group 2: Nomination of Director Candidates - The board of directors or shareholders holding more than 3% of the company's shares can propose candidates for the board [3]. - Nominators must obtain consent from the nominees and ensure they are well-informed about the candidates' qualifications and experiences [3][4]. - Detailed information about the candidates must be disclosed before the shareholders' meeting to facilitate informed voting [3][4]. Group 3: Voting Principles - Each shareholder's voting rights are calculated based on their shareholding and the number of directors to be elected, allowing for flexible voting strategies [4][5]. - Votes cannot exceed the total number of candidates to be elected, and any excess votes will be deemed invalid [4][5]. Group 4: Election Principles - Candidates are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights present at the meeting [6][7]. - In case of a tie in votes among candidates, a re-election will be conducted to determine the successful candidates [6][7]. Group 5: Special Procedures for Cumulative Voting - The company must clearly indicate the use of the cumulative voting system in the notice for the shareholders' meeting [8]. - Voting can be conducted in person or through a proxy, and online voting systems may also be utilized [8].

Core Points - The document outlines the management system for related party transactions of Suzhou Xidian New Energy Electric Co., Ltd, aiming to regulate decision-making processes in accordance with relevant laws and company regulations [1][2][3] Group 1: Definition and Scope of Related Party Transactions - Related party transactions include various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, and other agreements that may lead to resource or obligation transfers [1] - Related parties are defined as both legal entities and natural persons that have a special relationship with the company, including those who control or are controlled by the company [1][2] Group 2: Approval and Voting Procedures - The board of directors must ensure that related directors abstain from voting on related party transactions, and a majority of non-related directors must be present for the meeting to be valid [2][3] - Related shareholders must also abstain from voting on related party transactions, with specific provisions for special circumstances allowing their participation [3] Group 3: Transaction Approval Thresholds - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan must be approved by the board of directors [4] - Transactions that exceed 30 million yuan and account for more than 5% of the company's latest audited net assets require independent evaluation and shareholder approval [4] Group 4: Disclosure and Reporting Requirements - Related party transactions must be disclosed and approved by a majority of independent directors before being submitted to the board for further review [5][6] - If the total amount of related party transactions exceeds the estimated total or if significant changes occur in transaction conditions, the company must provide explanations and re-estimate the total [7]

Core Viewpoint - The internal audit system of Suzhou Xidian New Energy Electric Co., Ltd. aims to enhance internal control, improve management, and increase economic efficiency by establishing clear responsibilities and procedures for internal auditing [2][12]. Internal Audit Institution and Personnel - The company has established an internal audit department responsible for supervising the implementation of internal control systems and ensuring the authenticity and completeness of financial information [3][4]. - The internal audit department operates independently and reports to the audit committee, ensuring no interference from the finance department [3][4]. - The head of the internal audit department is a full-time position nominated by the chairman and accountable to the board of directors [3][4]. Responsibilities and Authority of the Internal Audit Department - The internal audit department is tasked with auditing the completeness, legality, and effectiveness of internal control systems, financial reports, and related economic activities [4][5]. - The department must submit an annual audit work plan and report to the audit committee within specified timeframes [5][6]. - The internal audit department has the authority to request relevant financial documents, attend significant management meetings, and report major issues directly to the board of directors [5][6]. Audit Work Procedures - The internal audit process includes obtaining evidence, documenting findings, and communicating with the audited departments [6][7]. - Internal audit personnel must ensure that the evidence collected is sufficient, relevant, and reliable, maintaining clear records of their work [7][8]. Evaluation of Internal Control - The internal audit department is required to evaluate the effectiveness of internal controls annually and report findings to the audit committee [8][9]. - Any significant deficiencies or risks identified during audits must be reported promptly to the audit committee, which may require disclosure to the stock exchange [9][10]. Rewards and Penalties - The internal audit department can recommend rewards for departments or individuals who perform exceptionally well in executing the internal audit system [10][11]. - Violations of the internal audit regulations can lead to disciplinary actions, including economic penalties or criminal charges for serious offenses [10][11].