Meeting Overview - The 5th meeting of the 10th Supervisory Board of Jinan Shengquan Group Co., Ltd. was held on August 18, 2025, in compliance with legal and regulatory requirements [1] - All three supervisors participated in the voting, and the meeting was chaired by Mr. Chen Dexing [1] Supervisory Board Review - The Supervisory Board reviewed the 2025 Half-Year Report and confirmed that the preparation and review processes complied with relevant laws, regulations, and internal management systems [1] - The report's content and format met the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's operational and financial status during the reporting period [1] Voting Results - All proposals presented during the meeting received unanimous approval with 3 votes in favor, and no votes against or abstentions [2][3][5] Convertible Bond Issuance - The company plans to issue convertible bonds with a total amount not exceeding RMB 250 million, with specific details to be determined by the Board of Directors [5][22] - The bonds will have a face value of RMB 100 each and a maturity of six years, with interest paid annually [5][6] - The initial conversion price will be determined based on the average trading price of the company's shares prior to the bond issuance [7][8] Fund Utilization - The proceeds from the bond issuance will be allocated to the green new energy battery materials industrialization project and to supplement working capital [22] - The total investment for the project is estimated at RMB 300 million, with the bond proceeds covering RMB 250 million [22] Management of Funds - The company has established a management system for the raised funds, which will be deposited in a designated special account [23][24] - The company will ensure that the funds are used in accordance with the approved purposes and will adjust the allocation as necessary based on project needs [22] Shareholder Rights - Original shareholders will have priority in the subscription of the convertible bonds, with specific ratios to be determined by the Board of Directors [19] - The company will provide a credit rating report for the bonds, which will be updated annually [22]

Meeting Information - The third extraordinary general meeting of shareholders will be held on September 4, 2025 [1] - The meeting will utilize a combination of on-site and online voting methods [1][2] - The on-site meeting will take place at the company's office in Jinan, Shandong Province [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system, available from 9:15 AM to 3:00 PM on the day of the meeting [2][3] - Shareholders can vote through the trading system or the internet voting platform, with identity verification required for first-time users [4][5] Agenda Items - The meeting will review several proposals, including amendments to the company's shareholder meeting rules and the issuance of convertible bonds to unspecified investors [3][4] - Specific proposals include the feasibility analysis report for the use of funds raised from the issuance of convertible bonds and the company's previous fundraising usage report [4][5] Attendance and Registration - Shareholders registered by the close of trading on August 28, 2025, are eligible to attend the meeting [7] - Registration methods include presenting valid identification and shareholding proof, with specific requirements for representatives of shareholders [7][8] Additional Information - The meeting is expected to last half a day, with attendees responsible for their own travel and accommodation expenses [8] - Contact information for inquiries regarding the meeting is provided, including a contact person and email address [8]

| 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 | ...

Group 1 - The company raised a total of RMB 1,946,250,600.00 from its initial public offering in 2021, with a net amount of RMB 1,839,833,145.59 after deducting issuance costs [1][8] - The company has established a dedicated fund management system to ensure the proper use of raised funds, including signing tripartite supervision agreements with various banks [2][3] - As of June 30, 2025, the remaining balance of the funds raised from the 2021 IPO is RMB 171,943,594.51, which will be used for subsequent project payments [16] Group 2 - In 2022, the company raised RMB 875,265,903.88 through a private placement, with a net amount of RMB 869,789,923.41 after deducting issuance costs [8][9] - The company has not experienced any changes in the investment projects funded by the 2022 private placement [12] - The company has utilized all funds raised from the 2022 private placement as per the committed purposes, with no idle funds remaining [15][16] Group 3 - The company has made adjustments to its investment projects, including changing the "Science and Technology Innovation Center Construction Project" to the "Advanced Materials Innovation Base Project" [12][11] - The company has also decided to allocate surplus funds from the "Annual Production of 1,000 Tons of Functionalized Polyphenylene Ether Project" and "Annual Production of 3,000 Tons of Functional Sugar Project" to the new project [12][10] - The company has ensured compliance with the Shanghai Stock Exchange's regulations regarding the management and use of raised funds [2][4]

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 ...