Group 1 - The company, Chengbang Eco-Environment Co., Ltd., plans to issue shares to specific investors to raise funds for expanding its semiconductor storage business, which is expected to become its core business by 2025 [14][15][26] - The total amount to be raised from this issuance is not to exceed 129.38 million yuan, which is capped at 20% of the company's net assets as of the end of the previous year [5][24] - The funds will be used for projects including the expansion of embedded storage chip production capacity, focusing on products like LPDDR, EMMC, and SD NAND [30][31] Group 2 - The semiconductor industry is a strategic foundation for national technological independence and security, with significant government support for the storage segment [15][16] - The global semiconductor market is projected to grow to 697.1 billion USD in 2025, with the storage market expected to reach 167 billion USD, reflecting a growth rate of over 81% [15][16] - The company aims to enhance its competitiveness in the semiconductor storage sector by introducing advanced production equipment and expanding its product matrix [17][31] Group 3 - The company has completed a controlling investment in Chip Storage Technology, entering the semiconductor storage field, which aligns with its strategic shift towards dual main business areas: ecological environment construction and semiconductor storage [14][15] - The company reported a revenue of 347.89 million yuan in 2024, with semiconductor storage contributing over 110.59 million yuan, indicating a significant growth trajectory [14][15] - The issuance is expected to facilitate the acquisition of advanced equipment and the establishment of new production lines to enhance production capacity and operational performance in the semiconductor storage business [17][30]

Core Points - The company, Chengbang Ecological Environment Co., Ltd., is announcing a stock issuance to specific targets for the year 2025 without the need to prepare a report on the use of previously raised funds [1] - The company has not raised funds through methods such as private placements, rights issues, or convertible bonds in the last five accounting years [1] - The last time the company raised funds was in 2017, which exceeds the five-year period required for reporting on the use of those funds [1] Summary by Sections - The company’s board of directors guarantees the announcement's content is free from false records, misleading statements, or significant omissions, and they bear responsibility for its authenticity, accuracy, and completeness [2] - According to the regulations from the China Securities Regulatory Commission, a report on the use of previously raised funds is not required if the funds were raised more than five accounting years ago [1] - The company is not required to hire an accounting firm to provide verification reports on the use of previous funds due to the elapsed time since the last fundraising [1]

Core Viewpoint - The company plans to issue shares to specific investors in 2025, which will dilute immediate returns but aims to enhance its financial position and competitiveness through strategic investments [1][5]. Financial Impact Analysis - The total share capital before the issuance is 264,264,000 shares, which will increase to 283,002,029 shares post-issuance [2]. - The estimated total funds raised from this issuance will not exceed 129.38 million yuan [2]. - Under three different profit scenarios for 2025 compared to 2024, the projected net profit for the parent company ranges from -99.47 million yuan to -119.37 million yuan [4][6]. Necessity and Feasibility of the Issuance - The funds raised will be used for projects that align with the company's core business and national industrial policies, enhancing its market position and profitability [5][6]. - The company is expanding its business model to include semiconductor storage alongside its existing environmental construction services [6]. Relationship with Existing Business - The raised funds will support projects such as embedded storage chip expansion and SSD upgrades, which are closely related to the company's current operations [6][7]. - The company has a strong R&D team with over ten years of industry experience, ensuring the capability to execute these projects effectively [6][7]. Measures to Mitigate Dilution of Immediate Returns - The company will implement measures such as improving governance, managing funds effectively, and enhancing operational efficiency to mitigate the impact of share dilution on immediate returns [8][10]. - A commitment to a stable profit distribution policy will be established to ensure ongoing returns to investors [10]. Commitments from Key Stakeholders - The controlling shareholders and management have made commitments to uphold the measures for compensating the dilution of immediate returns, ensuring no interference in company operations [11][12].

Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027, focusing on sustainable development and stable profit distribution to enhance investor confidence and promote long-term investment [1][2]. Summary by Sections Factors Considered in Dividend Planning - The company aims for long-term sustainable growth while considering operational realities, shareholder preferences, and external financing conditions in its profit distribution arrangements [1]. Principles of Dividend Planning - The company prioritizes cash dividends while ensuring sustainable development and may consider other profit distribution methods [1]. Specific Dividend Plan for 2025-2027 - The company will distribute profits after reserving statutory and discretionary reserves, prioritizing cash dividends when conditions allow [1][2]. - Cash dividends will be distributed only if the company meets specific conditions, including positive distributable profits and sufficient cash flow [2]. Conditions for Cash Dividends - Cash dividends will be prioritized if the company has positive distributable profits, a standard audit report, and no significant cash expenditures planned [2][3]. Minimum Cash Dividend Proportion - The company will distribute at least 15% of the annual distributable profits in cash, with the specific percentage determined by the board based on profitability and future funding needs [3][4]. Stock Dividend Distribution Conditions - Stock dividends may be proposed if the company meets minimum cash dividend requirements and believes it benefits all shareholders [4]. Dividend Distribution Frequency - The company will conduct profit distributions annually, with the possibility of mid-term distributions based on profitability and funding needs [4][5]. Profit Distribution Plan Formulation - The board will propose the profit distribution plan based on company regulations, profitability, and shareholder return planning, requiring approval from the shareholders' meeting [5][6]. Profit Distribution Decision-Making Process - The profit distribution plan must be approved by a majority of the board and the shareholders' meeting, with provisions for facilitating participation from minority shareholders [5][6]. Profit Distribution Supervision Mechanism - The audit committee will monitor the execution of cash dividend policies and ensure compliance with decision-making procedures and information disclosure [6][7]. Information Disclosure on Profit Distribution - The company must disclose details about its cash dividend policy, including compliance with regulations, reasons for not distributing dividends, and measures to enhance investor returns [7]. Review Cycle for Dividend Return Planning - The company will review its shareholder return plan at least every three years, considering feedback from shareholders and independent directors for necessary adjustments [7].

Core Viewpoint - The company confirms that during the simplified procedure for issuing stocks to specific investors, it does not provide financial assistance or compensation to investors participating in the subscription [1] Group 1 - The company held the fifth board meeting and the seventh supervisory board meeting on August 22, 2025, where it approved the commitment regarding the stock issuance process [1] - The company assures that there are no guarantees or disguised guarantees of returns made to investors participating in the subscription [1] - The company states that it does not provide financial assistance or other compensations to investors directly or through related parties [1]

Core Viewpoint - The company has not faced any administrative penalties from securities regulatory authorities or exchanges in the last five years, but it has been subject to regulatory measures regarding information disclosure errors [1][2]. Group 1: Recent Penalties and Regulatory Measures - The company has not been subjected to any administrative penalties by securities regulatory authorities or exchanges in the last five years [1][2]. - On December 11, 2024, the company issued a correction announcement regarding a missed agenda item in a board meeting resolution disclosed on November 29, 2024 [1]. - The company also corrected financial data errors related to its subsidiary in a separate announcement on December 13, 2024, which were disclosed on November 29, 2024 [1]. - The inaccuracies in the announcements violated the Shanghai Stock Exchange Listing Rules, leading to a verbal warning for the then Secretary of the Board, Ye Fan [1]. Group 2: Remedial Actions - The company and relevant personnel are taking the situation seriously and will enhance information disclosure management and compliance with disclosure regulations [1]. - All board members, supervisors, and senior management are expected to learn from these experiences to improve regulatory awareness and performance capabilities [1]. - The company aims to protect the legitimate rights and interests of shareholders and promote healthy, stable, and sustainable development [1]. Group 3: Current Management Status - The current directors, supervisors, and senior management have not faced administrative penalties from the China Securities Regulatory Commission in the last three years, nor have they received public reprimands from the exchange in the last year [2]. - There are no circumstances that would prevent the company from issuing shares to specific objects under the relevant regulations [2].

Group 1 - The company plans to issue shares to specific investors to raise up to 12.938 million yuan to enhance its capital strength and profitability, driven by the need for business transformation in the face of industry challenges [1][4][6] - The company has shifted its focus towards the semiconductor storage sector, anticipating that revenue from this segment will surpass that of its ecological environment business by 2025 [2][3][4] - The semiconductor industry is a strategic foundation for national technological independence and is supported by various government policies, indicating a favorable environment for growth in the semiconductor storage sector [3][4] Group 2 - The funds raised will be used to purchase advanced equipment and expand production capacity in the semiconductor storage business, which includes mobile storage and solid-state drives [5][6][7] - The company aims to enhance its embedded storage product capabilities and upgrade its existing SSD production lines to meet increasing market demand for high-end products [5][6][7] - The issuance of shares is deemed necessary to optimize the company's capital structure and reduce financial risks associated with high debt financing costs [6][7][8] Group 3 - The issuance will target up to 35 specific investors, including qualified institutional investors and natural persons, ensuring compliance with regulatory requirements [8][9][10] - The pricing of the shares will be based on the average trading price over the previous 20 trading days, ensuring fairness in the issuance process [10][14][15] - The company has established a plan to manage the raised funds effectively, ensuring they are used for projects that align with its strategic goals and enhance shareholder value [25][26][27] Group 4 - The company has committed to measures to mitigate the dilution of immediate returns for shareholders, including improving operational efficiency and enhancing profitability [19][22][23] - A three-year shareholder return plan has been developed to ensure transparency and stability in profit distribution, particularly benefiting minority shareholders [26][27][28] - The company emphasizes its commitment to maintaining a robust governance structure to protect shareholder interests and ensure compliance with regulatory standards [28][29]

Group 1 - The company, Chengbang Ecological Environment Co., Ltd., has announced a plan to issue stocks to specific investors through a simplified procedure for the year 2025 [1] - The board of directors and all directors of the company guarantee that the announcement does not contain any false records, misleading statements, or significant omissions, and they bear individual and joint responsibility for the authenticity, accuracy, and completeness of the content [1] - The plan was approved during the 13th meeting of the 5th board of directors and the 7th meeting of the 5th supervisory board held on August 22, 2025 [1] Group 2 - The announcement clarifies that the disclosure of this plan does not represent a substantive judgment, confirmation, or approval by the approval and registration authorities regarding the issuance [1] - The effectiveness and completion of the stock issuance through a simplified procedure are subject to approval by the Shanghai Stock Exchange and registration by the China Securities Regulatory Commission [1] - Investors are advised to pay attention to investment risks [1]

证券代码：603316 证券简称：诚邦股份 公告编号：2025-041 诚邦生态环境股份有限公司 第五届董事会第十三次会议决议公告 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。 一、董事会会议召开情况 诚邦生态环境股份有限公司(以下简称"公司"）第五届董事会第十三次会 议于 2025 年 8 月 19 日以书面或电子邮件等方式发出会议通知和会议材料，并于 会议采取现场和通讯表决相结合的方式。会议由董事长方利强先生主持。本次董 事会会议应到董事 8 名，实到董事 8 名，公司监事和高级管理人员列席了本次会 议。本次董事会参与表决人数及召集、召开符合有关法律、行政法规、部门规章、 规范性文件和《公司章程》的有关规定，合法有效。 二、董事会会议审议情况 （一）审议通过《关于公司符合以简易程序向特定对象发行股票条件的议 案》 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》"）《上市公司证券发行注册管理办法》 （以下简称"《注册管理办法》"）等有关法律、法规和规范性文件的规定及公 ...

Core Viewpoint - The company has approved a plan to issue shares to specific investors through a simplified procedure, with a total fundraising amount not exceeding RMB 300 million, which is capped at 20% of the company's net assets as of the end of the previous year [1][2][6]. Meeting Details - The fifth meeting of the supervisory board was held on August 19, 2025, with all three supervisors present, meeting legal and regulatory requirements [1][2]. Approval of Issuance - The supervisory board unanimously approved the proposal for the company to issue shares through a simplified procedure, confirming compliance with relevant laws and regulations [2][3]. - The issuance will involve domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [2]. Issuance Details - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities [3][4]. - The pricing for the shares will be based on the average trading price over the 20 trading days prior to the pricing date, with adjustments for any dividends or stock splits [4][5]. Fundraising and Use of Proceeds - The total amount to be raised is capped at RMB 12.938 million, which will be used for specific projects, with the total investment for these projects amounting to RMB 16.37668 million [6]. - The company may initially invest its own funds in these projects before the proceeds from the share issuance are available [6]. Lock-up Period - Shares issued through this process will be subject to a six-month lock-up period post-issuance, with specific conditions for any derived shares from stock dividends or capital increases [5][6]. Future Plans - The supervisory board has also approved a three-year dividend return plan for shareholders from 2025 to 2027, which will be submitted for shareholder approval [10]. - A proposal to revise the management system for the use of raised funds has also been approved, pending shareholder review [10].