关于苏州新锐合金工具股份有限公司 向全资子公司增资以实施募投项目的核查意见 民生证券股份有限公司（以下简称"民生证券"或"保荐机构"）作为苏州 新锐合金工具股份有限公司（以下简称"新锐股份"或"公司"）首次公开发行 股票并在科创板上市的保荐机构，根据《证券发行上市保荐业务管理办法》《上 市公司募集资金监管规则》《上海证券交易所科创板股票上市规则》《上海证券 交易所科创板上市公司自律监管指引第 1 号——规范运作》等有关规定，对新 锐股份向全资子公司增资以实施募投项目事项进行了审慎核查，具体情况如下： 一、募集资金基本情况 公司根据中国证券监督管理委员会于2021年8月24日出具的《关于同意苏州 新锐合金工具股份有限公司首次公开发行股票注册的批复》（证监许可〔2021〕 2759 号）核准，公司获准首次向社会公众公开发行人民币普通股2,320股，每股 面值为人民币1元，发行价格为每股人民币62.30元，募集资金总额为人民币 144,536.00万元，扣除发行费用人民币9,383.67万元（不含增值税）后，公司本 次募集资金净额为人民币135,152.33万元。上述募集资金已经公证天业会计师事 务所(特殊普通合伙 ...

Group 1 - The company announced that it will hold its second extraordinary general meeting of shareholders on September 12, 2025 [1] - The agenda for the meeting includes the proposal to cancel the supervisory board and amend related documents [1]

Core Points - The company plans to distribute a cash dividend of 0.4 yuan (including tax) for every 10 shares for the first half of 2025, with no capital reserve conversion to share capital or bonus shares [1][2] - The total cash dividend distribution is expected to be approximately 10,071,851.40 yuan, which accounts for 9.99% of the company's net profit attributable to shareholders for the first half of 2025 [1][2] Profit Distribution Plan - The company achieved a net profit of 100,826,422.22 yuan attributable to shareholders for the first half of 2025, with a total share capital of 252,408,504 shares, excluding 612,219 shares in the repurchase account [1][2] - The profit distribution plan has been approved by the company's board of directors and does not require further approval from the shareholders' meeting [1][2] Legality and Compliance - The profit distribution plan complies with the company's operational needs and long-term development, considering shareholder interests and adhering to relevant regulations [2] - The cash dividend level is consistent with the average level of listed companies in the same industry [2] Decision-Making Process - The board of directors unanimously approved the profit distribution plan during the meeting held on August 26, 2025 [2] - The supervisory board also reviewed and approved the plan, confirming its compliance with laws, regulations, and the company's articles of association [2]

Core Viewpoint - The board of directors of Suzhou Xinyi Alloy Tool Co., Ltd. held its 17th meeting of the 5th session, approving several key proposals related to the company's financial reporting, fundraising, profit distribution, governance structure, and operational strategies [1][2][3][4][5][6]. Group 1: Meeting and Voting Results - The meeting was held on August 26, 2025, with all 7 directors present, ensuring compliance with relevant laws and regulations [1]. - All proposals were passed unanimously with 7 votes in favor, and no votes against or abstentions [2][3][4][5][6]. Group 2: Financial Reporting and Fundraising - The 2025 semi-annual report was approved, reflecting the company's financial status and operational results accurately [2]. - A special report on the storage and actual use of raised funds was approved, confirming compliance with regulations and proper usage of funds [2]. - The profit distribution plan for the first half of 2025 was approved, considering the company's profitability and cash flow [3]. Group 3: Governance and Structural Changes - The proposal to abolish the supervisory board and amend the company's articles of association was approved, aligning with new regulatory requirements [3]. - The company plans to increase capital in its wholly-owned subsidiary, Wuhan Xinyi Alloy Tool Co., Ltd., by up to 40 million yuan for project implementation [4]. Group 4: Audit and Risk Management - The company intends to change its accounting firm to Rongcheng Accounting Firm for the 2025 fiscal year [5]. - A proposal to engage in foreign exchange hedging activities with a limit of up to 70 million USD was approved [5]. Group 5: Operational Strategies - The board approved a semi-annual evaluation report on the "Quality Improvement and Efficiency Enhancement" action plan, aimed at enhancing operational efficiency and market competitiveness [6]. - The board agreed to convene the second extraordinary general meeting of 2025, utilizing both in-person and online voting methods [6].

Core Viewpoint - The company held its 14th meeting of the 5th Supervisory Board on August 26, 2025, where several key resolutions were passed regarding the 2025 semi-annual report, fundraising usage, profit distribution, governance structure changes, and financial management strategies [1][2][3][4][5]. Group 1: Meeting and Resolutions - The meeting was attended by all three supervisors, confirming its legality and effectiveness under relevant laws and regulations [1]. - The 2025 semi-annual report was approved, reflecting the company's financial status and operational results accurately without any misleading information [2]. - A special report on the storage and actual use of raised funds was approved, confirming compliance with regulatory requirements and proper fund management [2]. - The profit distribution plan for the first half of 2025 was approved, ensuring it aligns with the company's financial health and does not harm minority shareholders [3]. - The decision to abolish the Supervisory Board and amend the company's articles of association was approved, indicating a shift in governance structure [3]. Group 2: Financial and Operational Strategies - The company approved a capital increase of up to 40 million yuan for its wholly-owned subsidiary to support the "Research and Development Center Construction Project," ensuring compliance with fundraising usage plans [4]. - A change in the accounting firm for the 2025 fiscal year was approved, with the appointment of Rongcheng Accounting Firm for auditing and internal control [5]. - The company authorized the initiation of foreign exchange hedging activities with a limit of up to 70 million USD, allowing for flexible financial management within a 12-month period [5].

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 12, 2025, at 14:30 [1] - The meeting will take place at the company's office located at No. 6, Weixi Road, Suzhou Industrial Park, Jiangsu Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system from 9:15 to 15:00 on the day of the meeting [1][6] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote online [6] Meeting Agenda - The agenda for the meeting includes proposals that have been approved by the company's board and supervisory board [4] - The proposals will be presented for voting by A-share shareholders [2][4] Attendance Requirements - Shareholders must be registered with the China Securities Depository and Clearing Corporation by the close of trading on September 5, 2025, to attend the meeting [7] - Both individual and corporate shareholders must provide necessary identification and documentation for registration [7][8] Registration Process - Shareholders wishing to attend must register by sending required documents to the company by September 8, 2025 [8] - Registration can be done via email, fax, or in person, but phone registrations are not accepted [8] Additional Information - The company will provide reminders to shareholders about the meeting and voting through SMS services [6] - Shareholders are responsible for their own travel and accommodation expenses related to attending the meeting [8]

Core Viewpoint - The company is increasing capital to its wholly-owned subsidiary, Wuhan New锐合金工具有限公司, to implement the fundraising project "R&D Center Construction Project" using part of the raised funds and some self-owned funds [1][4][5] Fundraising Basic Information - The company raised a total of RMB 135,152.33 million through its initial public offering, with a net amount of RMB 135,152.33 million after expenses [1] - The funds are stored in a special account for fundraising management, ensuring investor protection [2] Fundraising Investment Project - The total investment for the fundraising project is RMB 73,507.10 million, with RMB 65,188.79 million planned to be invested from the raised funds [2] - The company plans to invest up to RMB 4,000 million in Wuhan New锐合金工具有限公司 for the R&D Center Construction Project [3][4] Impact of Capital Increase - The capital increase is aimed at promoting the implementation of the R&D Center Construction Project, improving the efficiency of fund usage, and aligning with the company's development strategy [4][5] - The increase does not change the purpose of the raised funds or the direction of investment, ensuring no harm to the company or shareholders [4][5] Management of Raised Funds - The actual amount of the capital increase will be stored in a special account opened by Wuhan New锐合金工具有限公司, adhering to relevant regulations for fundraising management [4][5] Review Procedures and Opinions - The board and supervisory committee have approved the capital increase, confirming compliance with relevant laws and regulations [5] - The sponsor institution has no objections to the capital increase, affirming that it aligns with the fundraising usage plan and does not harm the interests of the company and shareholders [5]

Core Viewpoint - The report highlights the financial performance and operational developments of Suzhou Shareate Tools Co., Ltd. for the first half of 2025, showcasing significant growth in revenue and net profit, alongside strategic acquisitions and market expansion efforts [1][10]. Financial Performance - The company achieved a revenue of approximately 1.14 billion yuan, representing a year-on-year increase of 28.97% [4]. - The total profit for the period was approximately 139.90 million yuan, a 3.91% increase compared to the previous year [4]. - The net profit attributable to shareholders was approximately 100.83 million yuan, reflecting a 2.88% increase year-on-year [4]. - The net cash flow from operating activities increased by 59.35% to approximately 11.98 million yuan [4]. - The company's total assets reached approximately 4.43 billion yuan, up 9.89% from the previous year [4]. Business Overview - The company specializes in the research, production, and sales of hard alloy and tools, with a focus on hard alloy products used in mining, cutting, and wear-resistant applications [10]. - The hard alloy industry is characterized as a strategic emerging industry in China, with a significant market demand driven by mining and infrastructure investments [9][10]. - The company has established a comprehensive service model that includes the production of various hard alloy tools and the provision of integrated solutions for mining enterprises [10]. Industry Context - The hard alloy industry in China is experiencing growth, with an estimated production of 58,000 tons in 2024, reflecting a compound annual growth rate of 7.17% from 2010 to 2024 [9]. - The market for hard alloy tools is influenced by the demand for mineral resources and energy extraction, with the global iron ore mining volume showing an upward trend since 2010 [8][9]. - The company is positioned to benefit from the increasing demand for high-performance materials and tools, as well as the ongoing technological advancements in the industry [9][10]. Strategic Initiatives - The company has made strategic acquisitions, including the purchase of 100% of Chilean Drillco, to enhance its product offerings in the hard alloy drilling tool sector [10][11]. - The company is focusing on optimizing its product structure and increasing R&D investment to develop high-performance materials and improve production processes [11][12]. - The establishment of a high-performance CNC blade industrial park is underway to address current capacity shortages and enhance production efficiency [12]. Competitive Advantage - The company maintains a strong focus on R&D, with a total of 520 authorized patents, ensuring its technological capabilities remain competitive in the hard alloy sector [13][14]. - The company emphasizes talent development and retention, implementing stock incentive plans to align employee interests with long-term corporate growth [14].

苏州新锐合金工具股份有限公司2025 年半年度报告摘要 公司代码：688257 公司简称：新锐股份 苏州新锐合金工具股份有限公司 苏州新锐合金工具股份有限公司2025 年半年度报告摘要 第一节 重要提示 发展规划，投资者应当到 www.sse.com.cn 网站仔细阅读半年度报告全文。 公司已在本报告中详细阐述公司在生产经营过程中可能面临的各种风险，敬请查阅"第三节管 理层讨论与分析"之"四、风险因素"。敬请投资者注意投资风险。 性、完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司 2025 年半年度利润分配方案为：公司拟以实施权益分派股权登记日登记的总股本扣除公 司回购专用证券账户的股数为基数，向全体股东每 10 股派发现金红利 0.4 元（含税），截至本报 告披露之日，公司总股本 252,408,504 股，扣除公司回购专用证券账户 612,219 股后的股本为 派的股权登记日前公司总股本扣除公司回购专用证券账户的股数发生变动的，公司拟维持每股分 配金额不变，相应调整分配总额。 公司 2025 年半年度利润分配方案已经公司第五届董事会第十七次会议及第五届监事会第十 四次会议 ...

苏州新锐合金工具股份有限公司 关联交易决策制度 苏州新锐合金工具股份有限公司 关联交易决策制度 第一章 总 则 第一条 为保证苏州新锐合金工具股份有限公司（以下简称"公司"）与关联方之 间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不损害公司和 非关联股东的合法权益，根据《中华人民共和国公司法》《中华人民共和国证券法》 《上海证券交易所科创板股票上市规则》（以下简称"《上市规则》"）、《上海证券 交易所科创板上市公司自律监管指引第 1 号——规范运作》《上海证券交易所上市公 司自律监管指引第 5 号——交易与关联交易》等有关法律、法规、规范性文件及《苏 州新锐合金工具股份有限公司章程》（以下简称"《公司章程》"）的有关规定，制订 本制度。 第二条 公司与关联方之间的关联交易行为除遵守有关法律、法规、规范性文件 和《公司章程》的规定外，还需遵守本制度的相关规定。 第二章 关联方和关联关系 第三条 公司关联方包括关联法人和关联自然人。 第四条 具有以下情形之一的法人，为公司的关联法人： （一） 直接或者间接控制公司的法人或其他组织； （二） 由上述第（一）项所述法人直接或间接控制的除公司及其控股子 ...