广东嘉元科技股份有限公司 2025 年第三次临时股东大会会议资料 广东嘉元科技股份有限公司 2025 年第三次临时股东大会 会议资料 2025 年 8 月 19 日 1 广东嘉元科技股份有限公司 2025 年第三次临时股东大会会议资料 股东大会须知 广东嘉元科技股份有限公司 2025 年第三次临时股东大会会议资料 有的有表决权的股份数额行使表决权，每一股份享有一票表决权。股 东在投票表决时，应在表决票中每项提案下设的"同意""反对""弃 权"三项中任选一项，并以打"√"表示，未填、错填、字迹无法辨 认的表决票、未投的表决票，均视该项表决为弃权。请股东按表决票 要求填写表决表，填毕由大会工作人员统一收票。 六、股东大会对提案进行表决前，将推举两名股东代表参加计票 和监票；股东大会对提案进行表决时，由见证律师、股东代表与监事 代表共同负责计票、监票；现场表决结果由会议主持人宣布。 为保障广东嘉元科技股份有限公司（以下简称"公司"）全体股 东的合法权益，维护股东大会的正常秩序，保证股东大会的议事效率， 确保本次股东大会如期、顺利召开，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》 ...

Core Points - The company, Jia Yuan Technology, announced that it will not adjust the conversion price of its "Jia Yuan Convertible Bonds" downward during the recent board meeting [1] - The new conversion price will be recalculated starting from August 8, 2025, following the board's decision [1] - If the conditions for a downward adjustment of the conversion price are triggered again, the board will convene to decide whether to exercise the right to adjust the conversion price [1]

证券代码：688388 证券简称：嘉元科技 公告编号：2025-077 转债代码：118000 转债简称：嘉元转债 广东嘉元科技股份有限公司 关于不向下修正"嘉元转债"转股价格的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 截至 2025 年 8 月 7 日，广东嘉元科技股份有限公司（以下简称"公司"） 股价已触发"嘉元转债"转股价格向下修正条款。 经公司第五届董事会第五十次会议审议，公司董事会决定本次不向下修 正"嘉元转债"的转股价格，自本次董事会审议通过后次一交易日起（即 2025 年 8 月 8 日起）重新计算，若再次触发"嘉元转债"转股价格向下修正条款，届 时公司董事会将再次召开会议决定是否行使"嘉元转债"的转股价格向下修正权 利。 一、可转换公司债券上市发行概况 经中国证券监督管理委员会证监许可〔2021〕180 号文同意注册，公司于 2021 年 2 月 23 日向不特定对象发行了 1,240 万张可转换公司债券，每张面值 100 元， 发行总额 124,000.00 万元。本次发行的可 ...

Group 1 - Guangdong Jiayuan Technology Co., Ltd. has applied for a patent for a preparation process of ultra-thin carrier copper foil, with publication number CN120400937A and application date of May 2025 [1] - The patent aims to improve the surface quality of ultra-thin carrier copper foil by forming a dense adsorption layer that effectively suppresses uneven deposition of metal ions, significantly reducing surface roughness and enhancing smoothness [1] - The combination of the surface modifier and brightener enhances the microscopic structure control of the ultra-thin carrier copper foil, improving its integrity and uniformity, thus ensuring quality [1] Group 2 - Guangdong Jiayuan Technology Co., Ltd. was established in 2001 and is located in Meizhou, primarily engaged in the manufacturing of computers, communications, and other electronic devices [2] - The company has a registered capital of 4,262.38028 million RMB and has invested in 16 enterprises, participated in 151 bidding projects, and holds 420 patent information [2] - Additionally, the company possesses 21 trademark information and 94 administrative licenses [2]

Group 1 - The company has decided to cancel its supervisory board and will have the audit committee of the board of directors assume the responsibilities of the supervisory board to enhance corporate governance and compliance with relevant laws and regulations [1][2] - The current supervisory board and its members will continue to comply with existing regulations until the shareholders' meeting approves the adjustment of the internal supervisory structure [2] - The company has issued convertible bonds, "Jia Yuan Convertible Bonds," with a conversion period from September 1, 2021, to February 22, 2027, resulting in an increase in registered capital from 426,238,028 yuan to 426,239,162 yuan due to conversions [3] Group 2 - The company plans to revise its articles of association in accordance with the changes in governance structure and relevant legal requirements [4]

Group 1 - The company held its 49th meeting of the fifth board on July 31, 2025, where it approved the proposal to revise and establish certain governance systems, which will be submitted to the third extraordinary general meeting of shareholders in 2025 for review [1][2] - The revisions aim to align the company's governance systems with the latest legal and regulatory requirements, enhancing internal control and promoting standardized operations [2] - The company will abolish the "Rules for the Meeting of the Supervisory Board" and revise several governance documents, including the "Rules for the Meeting of Shareholders" and "Rules for the Meeting of the Board of Directors," among others, which will take effect after shareholder approval [2] Group 2 - The third extraordinary general meeting of shareholders is scheduled for August 19, 2025, at 14:45, with voting available through the Shanghai Stock Exchange's online voting system [4][5] - Shareholders can vote both on-site and online, with specific time slots for voting outlined [5][8] - The meeting will be held at the company's office in Meizhou, Guangdong Province, and shareholders must register in advance to attend [12][16]

Core Viewpoint - The company, Guangdong Jiayuan Technology Co., Ltd., has announced the cancellation of its supervisory board, changes to its registered capital, and amendments to its articles of association, which will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1][2]. Group 1: Cancellation of Supervisory Board - The company aims to improve its governance structure by abolishing the supervisory board, with its functions being transferred to the audit committee of the board of directors [1][2]. - The existing supervisory board and its members will continue to comply with relevant regulations until the shareholders' meeting approves the changes [2]. Group 2: Changes in Registered Capital - The registered capital of the company has been adjusted from RMB 426,238,028 to RMB 426,239,162 due to the conversion of RMB 48,000 of the convertible bonds "Jiayuan Convertible Bonds" into 1,134 shares of the company's stock [2][3]. Group 3: Amendments to Articles of Association - The company will revise its articles of association to reflect the cancellation of the supervisory board and other changes, ensuring compliance with the updated Company Law and relevant regulations [1][3]. - Specific amendments include the rephrasing of clauses related to the company's governance and the roles of its representatives, ensuring clarity in the legal responsibilities of the company and its executives [4][5].

Core Viewpoint - The company is revising and formulating certain governance systems to align with the latest legal and regulatory requirements, aiming to enhance internal control and promote standardized operations [2][5]. Group 1: Governance Revisions - The company held its 49th meeting of the 5th Board of Directors on July 31, 2025, where it approved the proposal to revise and formulate parts of its governance systems, which will be submitted for review at the third extraordinary general meeting of shareholders in 2025 [1][2]. - The revisions are in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the latest rules from the Shanghai Stock Exchange [2][3]. Group 2: Specific Changes - The company will abolish the "Rules for the Meeting of Supervisors" and will revise and formulate several governance systems, including: - Special system to prevent major shareholders and related parties from occupying funds - Rules for the Strategic Development Committee meetings - Rules for the Compensation and Assessment Committee meetings - Management system for insiders of material information - Management measures for major operational and investment decisions [3][4]. - The revised governance systems, including the "Rules for Shareholders' Meetings" and "Rules for Board Meetings," will take effect after being approved at the upcoming extraordinary general meeting [4][5].

Core Points - The company is Guangdong Jiayuan Technology Co., Ltd., established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1][2] - The company was registered on July 4, 2019, and publicly issued 57,800,000 shares, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 22, 2019 [1][3] - The registered capital of the company is RMB 426,239,162 [2] Chapter 1: General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company [2] - The legal representative of the company is the president (general manager), who is responsible for the company's civil activities [2] Chapter 2: Business Objectives and Scope - The company's business objectives include unity, practicality, efficiency, and innovation, focusing on quality and innovation for market success [4] - The business scope includes new material technology research and development, sales of high-performance non-ferrous metals and alloys, electronic materials manufacturing, and various technology services [4] Chapter 3: Shares - The company has issued a total of 426,239,162 shares, all of which are ordinary shares denominated in RMB [6] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [6][7] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the securities registration and settlement institution's records, which serves as proof of shareholding [10] - Shareholders have rights to dividends, request meetings, supervise operations, and access company documents [10][11] - The company must hold annual and temporary shareholders' meetings, with specific procedures for calling and conducting these meetings [19][21]

Core Points - The document outlines the governance and management system for fundraising at Guangdong Jiayuan Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] - The company is required to establish internal control systems for the storage, management, and use of raised funds, ensuring that funds are used for their intended purposes and that any changes in usage are properly documented and disclosed [4][5][6] Fundraising Management - The company must sign a tripartite supervision agreement with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][6] - The funds must be stored in a dedicated account and cannot be used for non-fundraising purposes [6][7] - Monthly bank statements must be provided to the company, and the sponsor or independent financial advisor can access account information at any time [7] Fund Usage - The company is prohibited from using raised funds for financial investments or for the benefit of controlling shareholders or related parties [12][15] - Any changes to the investment plan must be disclosed, and the company must provide a feasibility analysis for any new projects [17][20] - The company can temporarily use idle funds for cash management, provided it does not affect the normal investment plan [18][22] Reporting and Oversight - The board of directors must continuously monitor the management and usage of raised funds, with a special report prepared at the end of each fiscal year [21][23] - The sponsor or independent financial advisor must issue a special verification report on the usage of funds, which must be disclosed alongside the annual report [22][23] - Any significant deviations from the planned usage of funds must be explained in the special report [23]