中信证券股份有限公司 关于沈阳富创精密设备股份有限公司 2024 年度持续督导跟踪报告 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为沈阳富 创精密设备股份有限公司（以下简称"富创精密"或"公司"或"上市公司"） 首次公开发行股票并在科创板上市的保荐人。根据《证券发行上市保荐业务管理 办法》《上海证券交易所科创板股票上市规则》等相关规定，中信证券履行持续 督导职责，并出具本持续督导年度跟踪报告。 一、持续督导工作概述 1、保荐人制定了持续督导工作制度，制定了相应的工作计划，明确了现场 检查的工作要求。 2、保荐人已与公司签订保荐协议，该协议已明确了双方在持续督导期间的 权利义务，并报上海证券交易所备案。 3、本持续督导期间，保荐人通过与公司的日常沟通、现场回访等方式开展 持续督导工作，并于 2025 年 4 月 21 日和 2025 年 5 月 14 日—15 日对公司进行 了现场检查。 4、本持续督导期间，保荐人根据相关法规和规范性文件的要求履行持续督 导职责，具体内容包括： （1）查阅公司章程、三会议事规则等公司治理制度、三会会议材料； （2）查阅公司财务管理、会计核算和内部审计等内部控制制 ...

中信证券股份有限公司 关于沈阳富创精密设备股份有限公司 2024 年度持续督导工作现场检查报告 根据《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等有 关法律、法规的规定，中信证券股份有限公司（以下简称"中信证券"或"保荐 人"）作为正在对沈阳富创精密设备股份有限公司（以下简称"富创精密""公司" "上市公司"）进行持续督导工作的保荐人，对 2024 年度（以下简称"本持续督 导期间"）的规范运作情况进行了现场检查，现就现场检查的有关情况报告如下： 一、本次现场检查的基本情况 （一）保荐人 中信证券股份有限公司 （二）保荐代表人 张欢、张明慧 （三）现场检查人员 张欢、于棚土 于棚土：2025 年 5 月 14 日—15 日 （五）现场检查内容 现场检查人员对本持续督导期内发行人公司治理和内部控制情况、信息披露 情况、公司的独立性以及与控股股东、实际控制人及其他关联方资金往来情况、 募集资金使用情况、关联交易、对外担保、重大对外投资情况、经营状况等方面 进行了现场检查，具体检查内容详见本报告"二、本次现场检查主要事项及意见"。 1 （六）现场检查手段 本次现场检查的手段主要包括资料查阅、访谈、 ...

Core Viewpoint - The resignation of CFO Cui Jing from Fuchuang Precision poses challenges for the company's financial management and strategic planning, raising concerns about the stability of its financial team [1][2]. Financial Performance - In Q1 2025, Fuchuang Precision reported a revenue of 762 million yuan, reflecting a year-on-year growth of 8.62%, but incurred a net loss of 22.16 million yuan, compared to a profit of 60.43 million yuan in the same period last year [2]. - The company faced regulatory penalties for failing to disclose related party transactions, which has further pressured its stock performance [2]. Management Transition - Following Cui Jing's departure, General Manager Zhang Xuan will temporarily assume the CFO responsibilities, despite lacking financial experience, which raises concerns about the continuity of financial management [1][2]. - The company emphasizes the need to quickly appoint a suitable CFO to ensure stability in financial management and to maintain investor confidence [3]. Investor Relations - Fuchuang Precision must enhance communication with investors and provide timely updates on its operational and financial status to rebuild trust and confidence in the company's future prospects [3].

Core Viewpoint - The legal opinion letter confirms that the 2024 annual shareholders' meeting of Shenyang Fuchuang Precision Equipment Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legality and validity of the meeting and its resolutions [1][10]. Group 1: Meeting Procedures - The board of directors announced the 2024 annual shareholders' meeting on April 30, 2025, detailing the time, location, participants, and agenda [2]. - The meeting was scheduled for May 21, 2025, with specific time slots for online voting [3]. Group 2: Attendance and Voting - A total of 105 representatives attended the meeting, representing 176,790,990 shares, which accounted for 58.0509% of the total voting shares [4]. - The legal opinion confirms that the qualifications of the attendees and the convenor were valid and in compliance with relevant laws and company regulations [5]. Group 3: Voting Results - The following resolutions were passed with significant majority votes: - The 2024 annual report was approved with 99.9590% in favor [6]. - The 2024 financial settlement report was also approved with 99.9590% in favor [6]. - The 2024 board work report received 99.9648% approval [6]. - The profit distribution plan for 2024 was approved with 99.9707% in favor [6]. - The authorization for the board to conduct mid-year dividends for 2025 was approved with 99.9750% in favor [6]. - The expected related party transactions for 2025 were approved with 99.9383% in favor [7]. - The expected external guarantees for 2025 were approved with 99.9544% in favor [8]. - The 2025 board remuneration proposal was approved with 99.9286% in favor [9]. - The 2024 supervisory board work report was approved with 99.9590% in favor [9]. - The 2025 supervisory remuneration proposal was approved with 99.9549% in favor [10]. Group 4: Conclusion - The legal opinion concludes that all aspects of the shareholders' meeting, including the convening, procedures, qualifications, and voting results, were in compliance with the law and the company's articles of association, rendering the resolutions valid [10].

Meeting Overview - The shareholders' meeting of Shenyang Fuchuang Precision Equipment Co., Ltd. was held on May 21, 2025 [1] - The meeting took place at the company's conference room located at No. 18 Jia-1, Feiyun Road, Hunnan District, Shenyang [1] - A total of 105 ordinary shareholders attended the meeting, holding 176,790,990 voting rights, which accounts for 58.0509% of the total voting rights [1] Voting Results - All non-cumulative voting proposals were approved with significant majority support [2] - The voting results for the proposals showed that the approval rates were consistently above 99%, with the highest being 99.9750% for one of the proposals [2] - The voting breakdown indicated that the majority of ordinary shareholders voted in favor, with minimal opposition and abstentions across all proposals [2][3] Legal Compliance - The meeting's procedures, including the qualifications of attendees and the voting process, complied with the relevant laws and the company's articles of association [3] - The resolutions passed during the meeting were deemed legally valid and effective [3]

证券代码：688409 证券简称：富创精密 公告编号：2025-031 沈阳富创精密设备股份有限公司 2024年年度股东大会决议公告 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： 本次会议是否有被否决议案：无 （四） 表决方式是否符合《公司法》及公司章程的规定，大会主持情况等。 本次股东大会由公司董事会召集，董事长郑广文先生因公出差，经半数以上 董事推举，本次股东大会由董事兼董事会秘书梁倩倩女士主持，会议采用现场投 票和网络投票相结合的表决方式。本次股东大会的召集和召开程序、出席会议人 员的资格和召集人资格、会议的表决程序和表决结果均符合《中华人民共和国公 司法》及《沈阳富创精密设备股份有限公司章程》的规定。 （五） 公司董事、监事和董事会秘书的出席情况 1、 公司在任董事9人，出席9人，董事全部出席； 2、 公司在任监事3人，出席3人，监事全部出席； 3、 董事会秘书梁倩倩女士出席了本次会议；高级管理人员均列席了本次会议。 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 5 月 21 ...

北京市中伦律师事务所 关于沈阳富创精密设备股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 北京市中伦律师事务所 关于沈阳富创精密设备股份有限公司 2024 年年度股东大会的 法律意见书 致：沈阳富创精密设备股份有限公司 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》（以下简称《证券法》）、中国证券监督管理委员会发布的《上市公司股东 会规则》（以下简称《股东会规则》）的规定，北京市中伦律师事务所（以下简 ...

Group 1: 富创精密 (Fuchuang Precision) - Fuchuang Precision has seen steady growth in overseas revenue, with an annual growth rate of 62.83% amid US-China trade tensions [1] - The company is facing performance pressure in Q1 2024 and 2025 due to concentrated strategic investments impacting costs, but expects profitability to improve as capacity is released and economies of scale are realized [1] - The Beijing Yisheng project has not yet achieved stable profitability and will undergo audit evaluation after reaching a profit of 50 million [1] - The company is focusing on high-value-added products such as internal components and enhancing collaboration with Compart [1] - Fuchuang is expanding its production capacity in Shenyang, Nantong, Beijing, and Singapore to support global capacity release [1] - Significant breakthroughs in key products and technologies have been achieved, with membrane technology certified by major clients and scaled production initiated [1] - New orders in Q1 2025 showed both year-on-year and quarter-on-quarter growth, with optimistic expectations for annual order growth [1] - Some shareholders plan to reduce their stakes, while the largest shareholder intends to increase their holdings to stabilize the capital market and protect investor interests [1] - The company aims to strengthen its competitive advantage through global layout, capacity expansion, and technological innovation to address industry demand fluctuations [1] - Fuchuang has completed the deployment of eight core systems and ten digital platforms, continuously upgrading technology to reduce quality issues [1] Group 2: 泰坦股份 (Titan Co., Ltd.) - In 2024, the revenue of large-scale textile machinery enterprises in China reached 117.839 billion, a year-on-year increase of 7.84%, with total profits of 8.820 billion, up 9.36% [2] - The export value was 4.686 billion USD, reflecting a year-on-year growth of 3.31%, with major export markets including India and Vietnam [2] - Despite a complex external environment, the domestic economy remains positive, supported by policies promoting industrial upgrades [2] - Titan Co., Ltd. is collaborating with the Academy of Sciences to establish a joint innovation center aimed at addressing the demand for intelligent upgrades in the textile industry [2] - The company is focusing on textile robots to alleviate labor-intensive roles and address the increasing labor shortage [2] - There is significant development potential for textile robots across various stages, necessitating the elimination of technical and demand gaps for specific tasks and environments [2] - National policies are supporting the transformation and upgrading of traditional manufacturing, with intelligent robots in the textile industry being a key focus area [2]

Core Viewpoint - 富创精密 is focusing on building a platform-based enterprise in the semiconductor components sector, emphasizing both mechanical and gas transmission systems to enhance market share and technological capabilities [1][4]. Group 1: Financial Performance - In 2024, 富创精密 achieved operating revenue of 3.04 billion yuan, a year-on-year increase of 47.14%, and a net profit of 172 million yuan, up 98.98% [1]. - The mechanical and electromechanical components business generated 2.084 billion yuan in revenue, with a compound annual growth rate (CAGR) of 38.15% over the past five years [1]. - The gas transmission business, initiated in 2018, reported 879 million yuan in revenue for 2024, with a CAGR of 71.71% over the last five years [1]. Group 2: Global Expansion and Market Strategy - 富创精密 has established subsidiaries in the United States and Japan to enhance responsiveness to overseas clients and facilitate the integration of international and domestic technologies [2]. - The company set up a research and manufacturing base in Singapore, which has completed customer validation and deepened collaboration with international clients [2]. - In 2024, revenue from regions outside mainland China reached 897 million yuan, reflecting a year-on-year growth of 48.98% [2]. Group 3: Competitive Positioning and Industry Trends - The semiconductor components sector is characterized by high technical barriers, leading to a "stronger gets stronger" competitive landscape [2]. - Leading companies are expected to strengthen their competitive advantages through global expansion, capacity growth, and technological innovation [2]. - 富创精密 aims to build competitive barriers through platform capabilities and global layouts, balancing geopolitical risks while serving both international and domestic equipment manufacturers [3]. Group 4: Future Outlook and Strategic Initiatives - The company is optimistic about order growth for the year, with new orders in Q1 2025 showing both year-on-year and quarter-on-quarter increases [4]. - 富创精密 plans to acquire Beijing Yisheng Precision Semiconductor Co., Ltd. to enhance its platform strategy in the semiconductor components sector, with the acquisition contingent on achieving stable profitability [4]. - The company is focused on high-value products in the mechanical and electromechanical components sector and aims to deepen collaboration with Compart in the gas transmission system area to accelerate global market share expansion [4].

Core Viewpoint - The sudden resignation of the CFO and an independent director at Fuchuang Precision raises concerns about the company's management stability and operational continuity [2][4][6]. Group 1: Management Changes - Fuchuang Precision announced the resignation of CFO Cui Jing on May 19, citing personal reasons, and the general manager Zhang Xuan will temporarily assume the CFO responsibilities [4][6]. - Cui Jing had only served as CFO for 9 months, having joined the company a year ago, and was previously praised for her extensive financial expertise [6]. - Independent director Zhu Yu also resigned on the same day, with a similar reason of personal circumstances, despite having over a year left in his term [6]. Group 2: Regulatory Issues - The company received a warning from the Liaoning Securities Regulatory Bureau for failing to disclose related party transactions, which involved purchasing products from an associated company [8]. - The warning implicated several key executives, including the chairman and both CFOs, indicating a serious compliance issue within the company's governance [8]. Group 3: Financial Performance - Fuchuang Precision has experienced significant fluctuations in its financial performance since its listing, with net profits of 178 million yuan in 2022, dropping to 86.39 million yuan in 2023, and a projected 172 million yuan in 2024 [8]. - The company reported a net loss of 22.16 million yuan in the first quarter of 2025, indicating ongoing financial challenges [8]. - As of May 19, the company's market capitalization stood at 15.45 billion yuan [9].