Core Viewpoint - The company, Shenzhen Genew Technologies Co., Ltd., plans to issue shares to specific investors to raise funds for satellite internet communication product research and development, as well as for all-optical network system research and development, aiming to enhance its competitive edge in the telecommunications industry [9][14][26]. Summary by Sections Company Overview - Shenzhen Genew Technologies Co., Ltd. was established on April 4, 2005, and became a joint-stock company on September 29, 2015, with a registered capital of 192.5546 million yuan [8]. Background and Purpose of the Issuance - The satellite internet aims to fill the communication service gaps in remote areas, with approximately 80% of land and 95% of ocean areas lacking ground mobile network coverage [9][10]. - The development of satellite internet communication is strategically significant for national network sovereignty and security, becoming a new high ground in information technology competition [10][11]. - The company intends to leverage its core network advantages and focus on satellite internet business to enhance its global communication and digital market presence [14][23]. Fundraising and Investment Projects - The total amount to be raised from the issuance is capped at 1.069 billion yuan, with the net proceeds intended for specific projects, including satellite internet communication product R&D and all-optical network system R&D [18][22]. - The satellite internet communication product R&D project has a total investment of 709 million yuan, focusing on ground core network systems, satellite core networks, and satellite intelligent terminal devices [22][23]. - The all-optical network system project aims to develop AI-driven 50G PON systems and 400G/800G OTN optical transmission systems to improve bandwidth utilization and fault recovery efficiency [15][22]. Issuance Details - The issuance will be conducted through a competitive bidding process, with the final issuance price not lower than 80% of the average trading price of the company's A-shares over the 20 trading days prior to the pricing date [17][18]. - The maximum number of shares to be issued will not exceed 25% of the company's total share capital before the issuance, amounting to a maximum of 48,138,658 shares [18][19]. Market and Policy Context - The satellite internet communication industry is supported by national policies, with significant emphasis on building information network infrastructure and promoting satellite internet development as part of the "14th Five-Year Plan" [11][26][27]. - The company aims to expand its overseas communication market, particularly in regions along the "Belt and Road" initiative, by providing satellite internet services tailored to different economic contexts [24][25].

Meeting Overview - The fourth board meeting of Shenzhen Zhenyou Technology Co., Ltd. was held on June 12, 2025, with all 8 directors present, ensuring compliance with relevant laws and regulations [1][2]. A-Share Issuance Proposal - The board approved the proposal for the company to issue A-shares to specific investors, confirming that the company meets the necessary qualifications and conditions [2][3]. - The proposal for the 2025 A-share issuance plan was also approved, with a unanimous vote of 8 in favor [2][3]. Issuance Details - The A-shares will be issued at a par value of 1.00 yuan each, with a maximum of 35 specific investors eligible to participate, including various financial institutions and qualified investors [3][4]. - The pricing mechanism will be based on the average trading price of the company's A-shares over the 20 trading days prior to the pricing date, set at no less than 80% of this average [4][5]. Fundraising and Investment Plans - The total amount to be raised from this issuance is capped at 1,069 million yuan, which will be allocated entirely to the research and industrialization of satellite internet communication products [6][7]. - The company may adjust the investment sequence and amounts based on project progress and funding needs, with the option to use self-raised funds prior to the official fundraising [7][8]. Share Transfer Restrictions - Shares acquired through this issuance will be subject to a six-month transfer restriction post-issuance, with further restrictions applicable to shares obtained through stock dividends or capital increases [8][9]. Authorization and Governance - The board proposed to authorize itself and its designated representatives to handle all matters related to the issuance, including adjustments to the plan as necessary [14][15]. - A third extraordinary shareholders' meeting is scheduled for June 30, 2025, to further discuss and approve the issuance plan [15].

Meeting Information - The shareholders' meeting is scheduled for June 30, 2025, at 15:00 [1] - The meeting will be held at the company's conference room located at 3176 Caixun Technology Building, Nanshan District, Shenzhen, Guangdong Province [1][5] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - The online voting period is from June 30, 2025, with specific time slots for trading system voting and internet voting [1] - Shareholders must complete identity verification to vote on the internet platform [3] - Duplicate votes through different methods will be counted based on the first submission [3] Agenda Items - The meeting will review several proposals related to the issuance of A-shares to specific targets for the year 2025 [2][3] - Key proposals include the feasibility analysis of fundraising and the use of funds for technology innovation [2][3][9] Attendance Requirements - Shareholders registered by the close of trading on June 23, 2025, are eligible to attend the meeting [3] - Proxy representation is allowed, and the proxy does not need to be a shareholder [3][4] Additional Information - The meeting will last for half a day, and attendees are responsible for their own travel and accommodation expenses [8] - Contact information for the company is provided for any inquiries regarding the meeting [6][8]

Core Viewpoint - Shenzhen Zhenyou Technology Co., Ltd. has not faced any penalties from securities regulatory authorities or exchanges in the last five years, but has received warnings and is actively working on rectification measures to improve governance and compliance [1][4]. Summary by Sections Recent Penalties - The company has not been penalized by securities regulatory authorities or exchanges in the last five years [1]. Regulatory Measures and Rectification - A warning letter was issued by the Shenzhen Securities Regulatory Bureau due to inaccurate disclosure of performance reports, irregularities in corporate governance, and issues with the management of raised funds [1][2]. - The company has established a special rectification task force led by Chairman Wu Minhua to address the issues raised in the warning letter, ensuring compliance with laws and regulations [2]. - The company conducted a self-examination and proposed corrective measures for each issue identified in the warning letter, with internal audit oversight to enhance governance and compliance [2]. Oral Warning from Shanghai Stock Exchange - The financial director received an oral warning for discrepancies in the performance report, with variances in reported figures such as operating profit and net profit being significant, affecting investor decisions [2][3]. - The company acknowledged the oral warning and has taken steps to improve accounting practices and information disclosure to prevent future occurrences [4].

Fundraising Plan - The company plans to raise a total of up to 1,069 million yuan through a private placement of A-shares, with the funds allocated for satellite internet communication product R&D and industrialization, as well as all-optical network system R&D and industrialization [1][2] Project Necessity and Feasibility - The implementation of the project is necessary to maintain the company's leading position in the industry, aligning with the trend of integrated satellite and terrestrial communication [2][3] - The company aims to enhance its satellite communication product system by focusing on ground gateways, satellite payloads, and intelligent terminals, ensuring comprehensive service capabilities across various satellite systems [3][4] - The project will leverage opportunities from the "Belt and Road" initiative to expand overseas communication markets, particularly in regions with growing demand for satellite communication services [4][5] Technological Development - The project will focus on advancing optical network and AI technologies, promoting the efficiency upgrade of intelligent computing networks, and addressing the challenges faced by operators in network maintenance and cost management [5][6] - The company will strengthen R&D in cutting-edge technologies to ensure sustained collaboration with clients, adapting to the evolving demands of the telecommunications market [7][8] Market Growth and Demand - The satellite internet communication market is expected to grow rapidly, driven by diverse applications across various industries, including emergency rescue, maritime, and aviation sectors [10][12] - The company has a strong technical foundation and project experience in the satellite internet communication field, having developed multiple core technologies and participated in significant national projects [12][13] Financial Impact - The fundraising will enhance the company's financial position, increasing total assets and net assets, while improving risk resistance capabilities [17] - The implementation of the projects is anticipated to lead to improved operational scale and profitability, ultimately benefiting the company's market position and comprehensive strength [17][18] Conclusion - The fundraising plan aligns with national industrial policies and industry development trends, supporting the company's strategic objectives in satellite internet communication and optical network systems [17][18]

Fundraising Overview - The company raised a total of RMB 78,666.25 million by issuing 48.41 million shares at RMB 16.25 per share, with net proceeds of RMB 73,159.61 million after deducting underwriting and related fees [1] - As of December 31, 2024, the total amount of funds raised was RMB 71,300.55 million, with cumulative usage of RMB 62,488.36 million [9] Fund Allocation and Changes - The company has adjusted the implementation subjects and locations for its fundraising projects, adding subsidiaries Shenzhen Zhenyou Software Technology Co., Ltd. and Xi'an Zhenyou Xintong Technology Co., Ltd. as project implementers [2][3] - The company plans to inject up to RMB 2,000.00 million into Zhenyou Software and RMB 500.00 million into Xi'an Zhenyou to support project execution [3] Project Completion and Fund Utilization - The company has completed the projects for the Next Generation Internet Broadband Access Equipment Development and Emergency Command and Decision Analysis System, reallocating surplus funds of RMB 5,017.82 million and RMB 4,390.88 million respectively [4] - The surplus funds will be used to supplement working capital and support the 5G Core Network Equipment Development project [4] Financial Performance and Adjustments - The actual investment in the Next Generation Internet Broadband Access Equipment Development project was RMB 9,196.24 million, which is RMB 4,725.85 million less than the committed amount of RMB 13,922.09 million [6] - The company has reported that the cumulative revenue from the Next Generation Internet Broadband Access Equipment Development and Emergency Command and Decision Analysis System projects is below the promised returns due to ongoing business development [10] Asset Acquisition - The company used RMB 8,198.00 million of unutilized fundraising to acquire a 40.99% stake in Hangzhou Chenxiao Technology Co., Ltd., increasing its total ownership to 55.99% [7] Cash Management - The company has utilized idle fundraising for cash management, with a balance of zero as of December 31, 2024 [8]

Core Viewpoint - Shenzhen Zhenyou Technology Co., Ltd. plans to issue A-shares to specific investors, aiming to enhance its capital structure and protect the rights of small investors while addressing potential dilution of immediate returns from this issuance [1][4]. Financial Impact of the Issuance - The total amount of funds raised from this issuance is estimated at 1,069 million yuan [2]. - The number of shares to be issued is 48,138,658 [2]. - The company's total share capital before the issuance is 193,610,000 shares, which will increase to 240,693,292 shares post-issuance [2]. - In a scenario where the net profit attributable to ordinary shareholders increases by 10% compared to 2024, the diluted earnings per share (EPS) will be 0.1535 yuan [2][3]. - If the net profit remains unchanged, the diluted EPS will decrease to 0.1396 yuan [3]. - In a scenario where the net profit decreases by 10%, the diluted EPS will further drop to 0.1256 yuan [3]. Necessity and Reasonableness of the Issuance - The issuance aligns with national industrial development policies and aims to enhance the company's technological capabilities and core competitiveness [4]. - The funds raised will be invested in projects that are closely related to the company's existing business, including satellite internet communication and all-optical network systems [5][6]. Relationship of Investment Projects to Existing Business - The company has focused on the communication systems sector, providing customized communication technology solutions for various industries [5]. - The investment projects include the development of satellite internet communication products and all-optical network systems, which are expected to strengthen the company's market position [6]. Measures to Mitigate Dilution of Immediate Returns - The company will manage the raised funds strictly according to legal regulations to ensure proper usage [9]. - It will actively implement the investment projects to enhance business development and market competitiveness [9]. - The company plans to improve its governance and internal controls to protect investor interests [10]. - A profit distribution policy will be established to ensure stable returns for investors [11]. Commitments from Management and Major Shareholders - The company's board and senior management have committed to ensuring the fulfillment of measures to mitigate the dilution of immediate returns [11]. - Major shareholders have also pledged not to interfere with the company's management and to uphold the interests of investors [11].

公司本次 2025 年度向特定对象发行 A 股股票预案的披露事项不代表审核、注 册部门对于本次发行相关事项的实质性判断、确认或批准，向特定对象发行 A 股 股票预案所述本次发行相关事项，尚需公司股东会审议、上海证券交易所审核并 经中国证券监督管理委员会作出予以注册决定后方可实施。敬请广大投资者注意 投资风险。 关于 2025 年度向特定对象发行 A 股股票预案披露的提 示性公告 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。 深圳震有科技股份有限公司（以下简称"公司"）于 2025 年 6 月 12 日召开 了第四届董事会第二次会议，审议通过了关于公司 2025 年度向特定对象发行 A 股 股票相关议案。 公司已于同日在上海证券交易所网站（www.sse.com.cn）披露《2025 年度向 特定对象发行 A 股股票预案》《2025 年度向特定对象发行 A 股股票方案的论证分 析报告》等相关文件，敬请广大投资者查阅。 证券代码：688418 证券简称：震有科技 公告编号：2025-035 深圳震有科技股份有限公司 特此公告。 ...

证券代码：688418 证券简称：震有科技 深圳震有科技股份有限公司 （深圳市光明区凤凰街道东坑社区光明凤凰广场 2 栋 2801） 2025 年度向特定对象发行 A 股股票 方案的论证分析报告 深圳震有科技股份有限公司（以下简称"震有科技"或"公司"）是上海证 券交易所科创板上市的公司。为满足公司业务发展的资金需求，增强公司的资本 实力和综合竞争力，根据《中华人民共和国公司法》《中华人民共和国证券法》 和《上市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）等有 关法律、行政法规、部门规章或规范性文件和《公司章程》的规定，公司编制了 2025 年度向特定对象发行 A 股股票方案的论证分析报告。 本论证分析报告中如无特别说明，相关用语具有与《深圳震有科技股份有限 公司 2025 年度向特定对象发行 A 股股票预案》中相同的含义。 一、本次向特定对象发行股票的背景 （一）卫星互联网通信产品研发及产业化项目建设背景 1、卫星互联网弥补陆地移动通信服务空白，推动全球互联网服务的升级和 发展 卫星互联网星座的部署对于我国乃至全球都具有重要意义。首先，受限于建 设难度和建设成本，仍有约 80%的陆地面积和 9 ...

证券代码：688418 证券简称：震有科技 深圳震有科技股份有限公司 （深圳市光明区凤凰街道东坑社区光明凤凰广场 2 栋 2801） 2025 年度向特定对象发行 A 股股票预案 二〇二五年六月 1 公司声明 1、公司及董事会全体成员保证本预案内容真实、准确、完整，并确认不存 在虚假记载、误导性陈述或重大遗漏。 2、本预案按照《上市公司证券发行注册管理办法》等法规及规范性文件的 要求编制。 3、本次向特定对象发行股票完成后，公司经营与收益的变化由公司自行负 责；因本次向特定对象发行股票引致的投资风险，由投资者自行负责。 4、本预案是公司董事会对本次向特定对象发行股票的说明，任何与之相反 的声明均属不实陈述。 5、投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或 其他专业顾问。 6、本预案所述事项并不代表审批机关对于本次向特定对象发行股票相关事 项的实质性判断、确认、批准，本预案所述本次向特定对象发行股票相关事项的 生效和完成尚待公司股东会审议通过、上海证券交易所审核通过并经中国证监会 作出同意注册决定。 2 重大事项提示 本部分所述的词语或简称与本预案"释义"中所定义的词语或简称具有相同 的含义 ...