| 济南圣泉集团股份有限公司 | | | | --- | --- | --- | | 前次募集资金使用情况 | | | | 鉴证报告 | | | | 索引 | 页码 | | | 鉴证报告 | 1-2 | | | 前次募集资金使用情况报告 | | 1-12 | ...

济南圣泉集团股份有限公司 未来三年（2025 年-2027 年）股东回报规划 二、股东分红回报规划的具体内容 （一）公司利润分配的形式 公司可以采取现金、股票或者现金与股票相结合的方式分配利润，且现金 方式优先于股票方式。公司具备现金分红条件的，应当采用现金分红进行利润 分配。 （二）公司利润分配的期间间隔 在当年实现的净利润为正数且当年末未分配利润为正数的情况下，公司应 当按年将可供分配的利润进行分配，公司董事会可根据公司当期的盈利规模、 现金流状况、发展阶段及资金需求状况，提议公司进行中期利润分配。 （三）公司进行现金分红的具体条件和比例 方式分配股利，每年以现金方式分配的利润不少于当年实现的可供分配利润的 利润的 30%。 根据《中华人民共和国公司法》《上市公司监管指引第 3 号——上市公司 现金分红（2025 年修订）》《上海证券交易所上市公司自律监管指引第 1 号— —规范运作》等法律法规的相关要求以及《公司章程》的相关规定，公司在充 分考虑公司实际经营情况及未来发展需要的基础上，制定了《济南圣泉集团股 份有限公司未来三年（2025 年-2027 年）股东回报规划》（以下简称"本规 划"），具体内容 ...

济南圣泉集团股份有限公司 可转换公司债券持有人会议规则 第一章 总则 第一条 为规范济南圣泉集团股份有限公司（以下简称"发行人"或"公司" ）可转换公司债券持有人会议的组织和行为，界定债券持有人会议的权利、义 务，保障债券持有人的合法权益，根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司证券发行注册管理办法》和《上海证券交易所上市公司 可转换公司债券发行实施细则》等法律法规及其他规范性文件的规定，并结合公 司的实际情况，制定本规则。 第二条 本规则项下的可转换公司债券为公司依据《济南圣泉集团股份有限 公司公开发行可转换公司债券募集说明书》（以下简称"《可转债募集说明书》" ）约定发行的可转换公司债券（以下简称"本期可转债"），债券持有人为通过 认购和/或购买或其他合法方式取得本期可转债的投资者。 第三条 债券持有人会议由全体债券持有人依据本规则组成，债券持有人会 议依据本规则规定的程序召集和召开，并对本规则规定的权限范围内的事项依法 进行审议和表决。 （一）依照其所持有的本期可转债数额享有《可转债募集说明书》约定利 息； （二）根据《可转债募集说明书》约定条件将所持有的本期可转债转为公司 A股 ...

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns, and has proposed specific measures to mitigate this impact while ensuring the protection of minority shareholders' interests [1][4][12]. Financial Impact Analysis - The company has analyzed the impact of the convertible bond issuance on its key financial indicators under various assumptions regarding net profit growth for 2025 and 2026, including scenarios where net profit remains flat, grows by 10%, or grows by 20% [2][3]. - Under the assumption of flat net profit, the diluted earnings per share (EPS) for 2026 would be 0.90 yuan per share, compared to 0.98 yuan per share before the bond issuance [2][3]. - If net profit grows by 10%, the diluted EPS could increase to 1.08 yuan per share in 2026, while a 20% growth scenario could lead to a diluted EPS of 1.29 yuan per share [2][3]. Use of Proceeds - The total investment for the projects funded by the bond issuance is estimated at 300,051.78 million yuan, with the company planning to raise up to 250,000.00 million yuan through this issuance [4][5]. - The projects are aligned with the company's core business in chemical new materials and biomass new materials, particularly in the production of phenolic resins and furan resins, which are leading products in the domestic and global markets [4][5]. Project Implementation and Market Position - The company aims to enhance its production capacity and optimize processes through the "Green New Energy Battery Material Industrialization Project," which is expected to meet the growing demand for high-energy-density batteries in consumer electronics and power batteries [6][9]. - The company has established a strong technical and research team, with over 800 effective patents, to support the successful implementation of the funded projects [8][9]. Measures to Mitigate Dilution - The company has committed to improving the management of raised funds and ensuring their effective use to enhance shareholder returns and mitigate the dilution of immediate returns [10][11]. - A stable profit distribution policy will be maintained to provide reasonable returns to shareholders, particularly minority shareholders, following the bond issuance [11][12]. Commitments from Management - The board of directors and senior management have made commitments to ensure the execution of measures to mitigate the dilution of immediate returns, including adherence to legal and regulatory requirements [12][13].

Group 1 - The company plans to issue convertible bonds to meet funding needs, enhance competitiveness, and improve profitability [1][2][29] - The convertible bonds will be convertible into the company's common stock and will be listed on the Shanghai Stock Exchange [1][2] - The issuance is authorized by the shareholders' meeting and will target a wide range of investors, including individuals and institutions [2][3][4] Group 2 - The company will prioritize existing shareholders in the bond issuance, allowing them to waive their rights [3][4] - The selection criteria for investors include risk awareness and financial capability, complying with relevant regulations [4][5] - The pricing of the bonds will be determined based on market conditions and company specifics, ensuring it meets legal requirements [5][8] Group 3 - The company has a solid organizational structure and has generated sufficient average distributable profits over the last three years to cover bond interest [9][12] - The total amount to be raised through the bond issuance will not exceed RMB 2.5 billion, and the funds will be used for projects aligned with national policies [9][10][18] - The company has maintained a reasonable asset-liability structure and normal cash flow, ensuring it can meet its debt obligations [12][13] Group 4 - The bond issuance plan has been carefully reviewed by the board and is expected to enhance the company's business scale and profitability [29][30] - Measures will be implemented to mitigate the dilution of existing shareholders' immediate returns, including improving project execution and governance [30][31] - The issuance is deemed fair and reasonable, aligning with the interests of all shareholders and complying with legal requirements [29][31]

Core Viewpoint - The company, Jinan Shengquan Group Co., Ltd., has announced that it has not faced any regulatory measures or penalties from securities regulatory authorities or exchanges in the past five years, as part of its compliance with relevant laws and regulations [1]. Group 1 - The company operates in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [1]. - The company is in the process of applying for the issuance of convertible corporate bonds to unspecified objects [1]. - The company has conducted a self-examination and confirmed that there have been no penalties or regulatory measures taken against it by securities regulatory authorities or the Shanghai Stock Exchange in the last five years [1].

股东会议事规则 第一章 总 则 济南圣泉集团股份有限公司 第一条 为明确济南圣泉集团股份有限公司（以下简称"公司"）股东会的 议事程序，规范股东会内部机构及运作程序，充分保护股东的利益，根据《中 华人民共和国公司法》（以下简称" 《公司法》"）、 《上市公司股东会规则》 《济 南圣泉集团股份有限公司章程》（以下简称"《公司章程》"）及中国证券监督管 理委员会（以下简称"中国证监会"）的相关规定，制订本议事规则。 第二条 公司应当严格按照法律、行政法规、规范性文件、《公司章程》及 本规则的相关规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应 当勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开。 有下列情形之一的，公司在事实发生之日起 2 个月以内召开临时股东会： （一）董事人数不足《公司法》规定人数或者本章程所定人数的三分之二 时； （二）公司未弥补的亏损达 ...

Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Jinan Shengquan Group Co., Ltd., aiming to enhance corporate governance and ensure efficient decision-making processes. Group 1: General Principles - The rules are established to improve the management system and governance structure of the company, ensuring effective operation and scientific decision-making of the board of directors [1]. - The board of directors is the permanent authority and decision-making body of the company, responsible for executing resolutions passed by the shareholders' meeting [1]. Group 2: Board Organization - The board consists of 7 directors, including 3 independent directors, and has four specialized committees: audit, nomination, remuneration and assessment, and strategy [3]. - The board has various powers, including convening shareholders' meetings, executing resolutions, deciding on business plans, and managing financial matters [4]. Group 3: Decision-Making Authority - The board has decision-making authority over significant transactions that meet specific financial thresholds, such as asset totals exceeding 10% of the company's audited total assets [2][3]. - Related party transactions require approval from a majority of independent directors and must be disclosed promptly [4]. Group 4: Meeting Procedures - Board meetings can be regular or temporary, with the chairman responsible for convening and presiding over meetings [5]. - Meetings must be announced in advance, and attendance is mandatory for directors, who may delegate their voting rights under specific conditions [7][9]. Group 5: Proposals and Voting - Proposals for meetings can be submitted by specialized committees, management, or individual directors, and must meet certain criteria [22][23]. - Voting requires a majority of directors present, and decisions are made based on a one-person-one-vote principle [28][29]. Group 6: Record Keeping - Meeting records must be maintained, including details of attendees, agenda, and voting results, and must be signed by attending directors [44][45]. - Records are to be preserved for 10 years, or longer if the decisions have lasting impacts [46].

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Jinan Shengquan Group Co., Ltd, aimed at enhancing the board's efficiency and governance structure [1][14] - The Audit Committee is responsible for overseeing internal and external audits, reviewing financial information, and ensuring compliance with relevant laws and regulations [3][4] Group 1: Committee Structure - The Audit Committee consists of three directors, including at least two independent directors, with one being a professional in accounting [2] - The chairperson of the Audit Committee is an independent director with accounting expertise, elected by the committee members [2][3] - The term of the Audit Committee members aligns with that of the board of directors, with provisions for re-election [2] Group 2: Responsibilities and Powers - The main responsibilities of the Audit Committee include reviewing financial information, supervising external audits, and evaluating internal controls [3][4] - The committee is tasked with proposing the appointment or replacement of external auditors and ensuring the independence of the audit process [5][6] - The committee must submit regular reports to the board regarding the performance of external auditors and the status of internal audits [4][5] Group 3: Meeting Procedures - The Audit Committee is required to hold at least one meeting per quarter, with provisions for additional meetings as necessary [5][10] - A quorum for meetings requires the presence of at least two-thirds of the committee members [10][12] - Decisions made by the committee must be approved by a majority of the members present [11][12] Group 4: Disclosure and Reporting - The company is obligated to disclose the composition and changes within the Audit Committee [30] - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [31][32] - The committee's opinions on major matters must be documented and presented to the board, along with explanations if the board does not adopt them [32][33]

Core Viewpoint - Jinan Shengquan Group Co., Ltd. plans to issue convertible bonds to unspecified objects, with a total amount not exceeding RMB 250 million, to support its battery material industrialization project and supplement working capital [2][16]. Summary by Sections Legal Compliance - The issuance of convertible bonds complies with the relevant laws, regulations, and normative documents, confirming the company's eligibility to issue such securities [2]. Issuance Overview - The type of securities to be issued is convertible bonds that can be converted into the company's ordinary shares (A shares) [2]. - The total issuance scale is capped at RMB 250 million, with the specific amount to be determined by the board of directors [2]. - Each bond will have a face value of RMB 100 and will be issued at face value [2]. - The term of the bonds is six years from the date of issuance [3]. Interest and Payment Terms - The interest rate will be determined based on market conditions and company specifics, with annual interest payments [3][4]. - The principal will be repaid at maturity along with the final year's interest [3]. Conversion Terms - The conversion period starts six months after issuance and lasts until the bonds mature [5]. - The initial conversion price will not be lower than the average trading price of the company's shares over the 20 trading days prior to the announcement [5][6]. Use of Proceeds - The funds raised will be allocated to the battery material industrialization project and to supplement working capital, with a total investment of RMB 300.05 million [16]. Rating and Guarantee - The company will hire a credit rating agency to issue a credit rating report for the bonds, which will be updated annually [17]. - The bonds will not be secured by any guarantees [17]. Fund Management - The raised funds will be managed according to established procedures and will be deposited in a designated special account [17]. Validity of the Plan - The validity of the bond issuance plan is twelve months from the date of approval by the shareholders' meeting [18].