Core Viewpoint - The board of Jiangsu Panya Micro透 Technology Co., Ltd. has approved several key resolutions during its eighth meeting, including the approval of the 2025 semi-annual report, providing guarantees for a subsidiary, and plans for a private placement of A-shares to raise funds for technological innovation projects [1][2][3][4][5][6][10]. Group 1: Financial Reports and Guarantees - The board approved the 2025 semi-annual report with unanimous support from all attending directors [1]. - The company plans to provide a guarantee of up to RMB 200 million for its subsidiary, Changzhou Lingtian Da New Energy Technology Co., Ltd., to support its operational funding needs [2]. - The board also approved a capital increase and share transfer for its wholly-owned subsidiary, Changzhou Panya Anjie Medical Equipment Technology Co., Ltd., involving an investment of RMB 2.143 million [2][3]. Group 2: Corporate Governance Changes - The board approved the cancellation of the supervisory board and the revision of the company's articles of association, transferring the supervisory responsibilities to the audit committee of the board [3][4]. - The company is revising its governance systems to align with the latest legal and regulatory requirements [5]. Group 3: A-Share Issuance Plans - The board confirmed that the company meets the conditions for issuing A-shares to specific investors, with plans to raise up to RMB 698.51 million [6][10]. - The issuance will involve no more than 27.3 million shares, representing up to 30% of the company's total share capital prior to the issuance [9][10]. - The funds raised will primarily be allocated to the industrialization project of low-dielectric-loss FCCL flexible copper-clad laminates for 6G communications [10]. Group 4: Shareholder Returns and Future Plans - The company has established a three-year dividend return plan for 2025-2027 to enhance profit distribution transparency and protect shareholder rights [16]. - The board has proposed to authorize the board of directors to handle all matters related to the A-share issuance, with the authorization valid for 12 months [17]. Group 5: Related Party Transactions - The company plans to engage in related party transactions for leasing or purchasing assets from a subsidiary to support its fundraising projects, ensuring fair pricing based on market evaluations [18][19].

Core Points - The company held its 8th meeting of the 4th Supervisory Board on August 26, 2024, where several key resolutions were passed regarding the company's operations and financial strategies [1][2][3] Financial Reporting - The Supervisory Board approved the 2025 semi-annual report, confirming that the report's preparation and review complied with relevant laws and regulations, and accurately reflected the company's financial status and operational results [1][2] - The report was deemed to contain no false records, misleading statements, or significant omissions, with all members of the Supervisory Board taking legal responsibility for its accuracy [1] Corporate Actions - The company approved a proposal to provide guarantees for its controlling subsidiary to meet its operational funding needs, with the Supervisory Board affirming that this would not pose significant financial risks [2] - A resolution was passed to increase capital and introduce strategic investors for the subsidiary, aiming to enhance its long-term development and optimize its capital structure [2][3] Governance Changes - The company decided to abolish the Supervisory Board and amend its Articles of Association, transferring the Supervisory Board's powers to the Audit Committee of the Board of Directors [3][4] Stock Issuance - The company confirmed its eligibility to issue A-shares to specific investors, with a proposal for the issuance to be submitted for approval at the upcoming shareholders' meeting [4][5] - The planned issuance will involve up to 27,300,000 shares, representing no more than 30% of the company's total share capital prior to the issuance [7][8] - The issuance price will be set at no less than 80% of the average trading price over the 20 trading days preceding the pricing date [6][7] Fund Utilization - The total amount to be raised from the issuance is capped at 698.51 million yuan, with the net proceeds allocated to a project focused on the industrialization of low-dielectric-loss flexible copper-clad laminates for 6G communications [8][9] - The company may initially use self-raised funds for the project before the issuance proceeds are available, with plans to replace these funds once the proceeds are received [9] Shareholder Returns - A three-year dividend return plan was approved, aimed at enhancing the transparency and sustainability of the company's profit distribution policy [13][14] - The company will establish a special account for the raised funds, ensuring regulatory compliance and proper oversight of fund usage [14][15]

证券代码：688386 证券简称：泛亚微透 公告编号：2025-050 江苏泛亚微透科技股份有限公司 关于召开2025年第二次临时股东会的通知 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《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》 等有关规定执行。 （七） 涉及公开征集股东投票权 的议案》 行性分析报告的议案》 司采取填补措施及相关主体承诺的议案》 不适用 二、 会议审议事项 本次股东会审议议案及投票股东类型 投票股东类型 序号 议案名称 A 股股东 非累积投票议案 案》 股票相关事宜的议案》 签署监管协议的议案》 案》 本次提交股东会审议的议案已经公司第四届董事会第八次会议及第四届监 事会第八次会议审议通过，具体内容详见公司于 2025 年 8 月 27 日在上海证券 交易所网站（www.sse.com.cn）披露的相关公告。 议案 7、议案 8、议案 9、议案 10、议案 11、议案 12、议案 1 ...

Group 1 - The company, Jiangsu Pan Asian Microvent Tech Co., Ltd., plans to issue shares to specific investors, with a total fundraising amount not exceeding 698.51 million yuan (approximately 69.85 million) [21][24]. - The funds raised will be primarily used for the industrialization project of low dielectric loss flexible copper clad laminates (FCCL) for 6G communication, with a total project investment of 886.35 million yuan [21][24]. - The issuance will not exceed 27.3 million shares, which is 30% of the company's total share capital before the issuance [20][21]. Group 2 - The company aims to enhance its production capacity for CMD (Condensation Management Device) products, which have seen a compound annual growth rate of 101% in sales revenue from 2022 to 2024 [25][26]. - The CMD products are already applied in various automotive brands, including Mercedes-Benz, BMW, and Volkswagen, indicating strong market acceptance [28][29]. - The company has a robust intellectual property portfolio with 35 authorized patents related to CMD products, ensuring competitive advantages in the market [29]. Group 3 - The flexible copper clad laminates (FCCL) are crucial for high-frequency and high-speed flexible printed circuits (FPC), which are increasingly demanded in sectors like 5G/6G communication, aerospace, and new energy vehicles [10][14]. - The project aims to break the foreign monopoly on high-end FCCL products, responding to national strategies for material independence and supply chain stability [10][14]. - The company is positioned to meet the growing market demand for high-performance electronic materials, driven by advancements in technology and infrastructure [11][12].

Group 1 - The company plans to raise a total of RMB 698.51 million through a private placement of shares to enhance its capital strength and profitability, focusing on projects related to CMD product intelligent manufacturing, low dielectric loss FCCL for 6G communication, and R&D center construction [1][8][21] - The automotive market in China is experiencing significant growth, with new energy vehicle sales reaching 6.968 million units in the first half of 2025, a year-on-year increase of 41.4%, indicating a strong demand for related technologies [1][2][21] - The CMD condensation controller has been widely applied in the automotive industry, with millions of units sold, highlighting the product's effectiveness in improving safety and reliability in automotive lighting and electronic systems [2][5][25] Group 2 - The flexible copper-clad laminate (FCCL) market is expanding due to increasing demand in sectors such as 5G/6G communication and aerospace, with the company aiming to produce advanced low dielectric loss FCCL to break foreign monopolies and enhance domestic supply chains [3][6][24] - The company has established a strong R&D foundation, with numerous patents in CMD products and FCCL, which supports its competitive edge in the high-performance composite materials market [23][24][25] - The company is committed to enhancing its production capacity and efficiency through automation and intelligent manufacturing, which is essential for meeting the growing market demand and improving shareholder returns [21][22][26] Group 3 - The company has a robust customer base in the automotive sector, with partnerships with major manufacturers such as Mercedes-Benz, BMW, and NIO, ensuring a solid market for its CMD and FCCL products [25][26] - The government is actively supporting the new materials industry, which is expected to drive growth and innovation in the sector, aligning with the company's strategic focus on high-performance materials [4][6][21] - The company aims to optimize its financial structure through this fundraising, which will help reduce financial risks and enhance operational capabilities, ultimately benefiting its market position and profitability [8][9][28]

江苏泛亚微透科技股份有限公司（以下简称"公司"）于2025年8月26日召开 第四届董事会第八次会议，审议通过了公司2025年度向特定对象发行股票的相关 议案。公司就本次向特定对象发行股票不存在直接或通过利益相关方向参与认购 的投资者提供财务资助或补偿事宜承诺如下： 公司不存在向参与认购的投资者作出保底保收益或变相保底保收益承诺的 情形，亦不存在直接或通过利益相关方向参与认购的投资者提供财务资助或者补 偿的情形。 特此公告。 江苏泛亚微透科技股份有限公司董事会 证券代码：688386 证券简称：泛亚微透 公告编号：2025-055 江苏泛亚微透科技股份有限公司 关于本次向特定对象发行股票不存在直接或通过利益相关 方向参与认购的投资者提供财务资助或补偿的公告 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个别及连带责任。 ...

Fundraising Plan - The company plans to raise a total of up to 698.51 million yuan through a targeted stock issuance, with the net proceeds allocated to projects including the CMD product intelligent manufacturing upgrade and the industrialization of low dielectric loss FCCL flexible copper-clad laminates [1] CMD Product Market Response - The CMD product sales revenue has shown a compound annual growth rate of 101% from 2022 to 2024, indicating strong market demand and growth potential [2] - The company aims to expand CMD production capacity to meet increasing market demand and avoid missing growth opportunities [2][3] Product Line Expansion - The company plans to update and expand its product line to address diverse customer needs across various application scenarios, including automotive, outdoor energy storage, security, consumer electronics, and photovoltaics [2][4] Automation and Production Process Improvement - The company intends to reduce reliance on manual labor by introducing advanced automation and intelligent production equipment, which will enhance production efficiency and product quality [3][4] Customer and Channel Resources - The company has established strong relationships with major automotive manufacturers, ensuring a steady demand for CMD products as they are integrated into various vehicle models [4] Technological Innovation and Intellectual Property - The company has developed a robust portfolio of 35 authorized patents related to CMD products, including 11 invention patents in China and 6 international patents, which supports its competitive edge in the market [5] Policy Support and Industry Trends - National policies promoting automotive consumption and manufacturing upgrades create a favorable environment for the company's fundraising projects, aligning with industry growth trends [5][6] FCCL Project Overview - The FCCL project aims to produce high-frequency, low-dielectric-loss flexible copper-clad laminates, which are essential for 5G/6G communications and other high-tech applications [6][7] Market Demand for FCCL - The demand for high-performance FCCL is increasing due to the rapid development of 5G/6G communications and the need for lightweight electronic products [7][8] Sustainable Development and R&D Center - The company plans to enhance its R&D capabilities by constructing a new R&D center, which will support ongoing innovation and the development of advanced materials [14][15] Financial Impact of Fundraising - The fundraising will optimize the company's capital structure, reduce debt levels, and enhance financial stability, thereby improving its ability to manage risks [19][20]

Core Viewpoint - Jiangsu Panya Micropermeable Technology Co., Ltd. announced a plan to issue shares to specific investors, addressing the potential dilution of immediate returns and outlining measures to compensate for this dilution [1][2][4]. Financial Impact Analysis - The company provided a financial impact analysis based on three scenarios for the net profit attributable to shareholders in 2025 compared to 2024: 1. A 10% increase in net profit 2. No change in net profit 3. A 10% decrease in net profit [2][3]. - Under these scenarios, the projected basic earnings per share (EPS) would be as follows: - Scenario 1: 1.42 yuan/share - Scenario 2: 1.09 yuan/share - Scenario 3: 0.98 yuan/share [2][3]. Necessity and Reasonableness of the Issuance - The issuance is deemed necessary to enhance the company's existing business, particularly in high-performance composite materials, including ePTFE micro-permeable membranes and aerogels [4][5]. - The company aims to leverage market trends and its strategic development to further improve and expand its core business [5][6]. Investment Projects and Business Relations - The funds raised will be invested in projects that align with the company's current operations, focusing on CMD product expansion and the development of low-dielectric loss FCCL flexible copper-clad laminates for 6G communications [6][7]. - CMD products have shown a compound annual growth rate of 101% from 2022 to 2024, indicating strong market demand [6]. Research and Development Capabilities - The company has established a robust R&D system, holding numerous patents related to CMD products and FCCL materials, which positions it favorably in the market [8][9]. - The R&D team has extensive experience in the polymer materials sector, contributing to the company's competitive edge [9][10]. Measures to Mitigate Dilution of Immediate Returns - The company plans to implement several measures to enhance competitiveness and mitigate the dilution of immediate returns, including: 1. Strict management of raised funds to ensure compliance and effective use [11]. 2. Active implementation of investment projects to boost business development [11]. 3. Continuous improvement of corporate governance and internal controls [12]. 4. Optimization of profit distribution policies to enhance investor returns [12][13]. Commitments from Stakeholders - The company's controlling shareholders and management have committed to ensuring the effective execution of measures to compensate for the dilution of immediate returns, thereby protecting the interests of minority investors [13][14].

前次募集资金使用情况鉴证报告 天健审〔2025〕16008 号 江苏泛亚微透科技股份有限公司全体股东： 我们鉴证了后附的江苏泛亚微透科技股份有限公司（以下简称泛亚微透公司） 管理层编制的截至 2025 年 6 月 30 日的《前次募集资金使用情况报告》。 一、对报告使用者和使用目的的限定 本鉴证报告仅供泛亚微透公司向特定对象发行股票时使用，不得用作任何其 他目的。我们同意本鉴证报告作为泛亚微透公司向特定对象发行股票的必备文件， 随同其他申报材料一起上报。 二、管理层的责任 泛亚微透公司管理层的责任是提供真实、合法、完整的相关资料，按照中国 证券监督管理委员会《监管规则适用指引——发行类第 7 号》的规定编制《前次 募集资金使用情况报告》，并保证其内容真实、准确、完整，不存在虚假记载、 误导性陈述或重大遗漏。 目 录 | 一、前次募集资金使用情况鉴证报告………………………………第 | 1—2 | 页 | | --- | --- | --- | | 二、前次募集资金使用情况报告……………………………………第 | 3—8 | 页 | | 三、附件 ……………………………………………………………第 | 9—12 | ...

Core Viewpoint - Jiangsu Panyam Micro-Permeation Technology Co., Ltd. is planning to acquire certain assets from Jiangsu Yuan Hydrogen New Energy Technology Co., Ltd., and an asset valuation report has been prepared to assess the market value of these assets as of July 31, 2025 [1][6]. Summary by Sections Asset Valuation Report Summary - The asset valuation report is prepared according to the relevant laws and asset evaluation standards, ensuring independence, objectivity, and fairness [3][5]. - The valuation aims to provide a market value reference for the acquisition of assets held by Jiangsu Yuan Hydrogen New Energy Technology Co., Ltd. [6][9]. Valuation Purpose - The purpose of the valuation is to assess the market value of the assets involved in the acquisition by Jiangsu Panyam Micro-Permeation Technology Co., Ltd. as of the valuation benchmark date [6][14]. Valuation Objects and Scope - The valuation includes certain fixed assets, equipment, and land use rights held by Jiangsu Yuan Hydrogen New Energy Technology Co., Ltd. [7][15]. Value Type - The valuation type is defined as market value, which reflects the estimated value of the assets under normal trading conditions [7][18]. Valuation Benchmark Date - The valuation benchmark date is set for July 31, 2025, which aligns with the planned acquisition date [7][19]. Valuation Methods - The valuation employs the cost method for fixed assets and equipment, while the market method is used for land use rights [21][28]. Valuation Conclusion - The market value of the assets as of the benchmark date is assessed at 141.1324 million yuan, with an increase of 3.9295 million yuan, representing a growth rate of 2.86% [9][10].