上海正帆科技股份有限公司 第四届监事会第十一次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 上海正帆科技股份有限公司（以下简称"公司"）第四届监事会第十一次会议 2025 年 5 月 23 日以现场方式在公司会议室召开，经会议召集人说明，全体监事 一致同意豁免本次监事会会议的提前通知期限，本次会议通知于 2025 年 5 月 22 日以电话和邮件方式送达全体监事。本次会议应到监事三名，实到监事三名，全 部监事均现场参会，会议由监事会主席周明峥召集和主持，符合《公司法》和《公 司章程》有关规定，会议决议合法、有效。 二、监事会会议审议情况 | 证券代码：688596 | 证券简称：正帆科技 | 公告编号：2025-038 | | --- | --- | --- | | 转债代码：118053 | 转债简称：正帆转债 | | 表决情况：同意 3 票；反对 0 票；弃权 0 票。 本次修订是与公司章程的修订情况保持一致，符合法律法规的相关规定。 本次议案尚需提交公司股东会审议，具体内容详见 ...

Core Viewpoint - Hefei Zhengfan Advanced New Materials Technology Co., Ltd. has been established with a registered capital of 20 million yuan, focusing on various technology services and manufacturing in the semiconductor and new materials sectors [1]. Company Overview - The company is represented by Shi Kecheng and has a registered capital of 20 million yuan [1]. - It is fully owned by Zhengfan Technology [1]. Business Scope - The business scope includes technology services, development, consulting, and transfer, as well as manufacturing and sales of electronic components, semiconductor equipment, and specialized chemical products [1]. - The company also engages in the sale of energy storage technology services, gas and liquid separation equipment, and photovoltaic equipment [1]. - Additional activities include import and export agency services, domestic trade agency, and various engineering and technical services [1].

Summary of Zhonghan Technology Conference Call Company Overview - Zhonghan Technology operates in the CAPEX (capital expenditure) and OPEX (operational expenditure) sectors, with over 50% of its revenue coming from the integrated circuit field, while the share from photovoltaic and other semiconductor businesses is declining [2][4][6]. Financial Performance - The company is projected to achieve revenue of 5.469 billion yuan in 2024, with a compound annual growth rate (CAGR) of approximately 49% from 2020 to 2024 [2][6]. - Gross margin remains stable at around 26%, with integrated circuit gross margin at approximately 26% and photovoltaic at about 28% [2][7]. - Net profit is expected to reach 528 million yuan in 2024, with a net profit margin of about 9.7% [2][10]. - As of the first half of 2024, the company has contracts worth approximately 8.2 billion yuan, a year-on-year increase of 45%, with over 50% of orders from the semiconductor industry [2][10]. Business Segments - **CAPEX Business**: Focuses on providing high-purity gases and chemicals for industrial applications, particularly in the 4.0 industrial sector. Raw material costs account for over 60% of expenses [2][12]. - **OPEX Business**: Includes key materials and professional services such as MRO (maintenance, repair, and operations). The company is expanding its materials business to meet the needs of wafer fabs [2][5][21]. Market Position and Growth Potential - The domestic integrated circuit market has a significant demand for high-purity gas systems, estimated at 2.3 billion USD in 2023. Zhonghan Technology is positioned as a leading player in this market [4][13]. - The company is actively developing precursor materials, with a planned capacity of 890 tons per year, expected to generate nearly 2 billion yuan in revenue upon full capacity [4][18]. - The electronic gas market is projected to grow, with the global market expected to reach 6 billion USD by 2025, driven by demand from integrated circuits, panels, and photovoltaics [17]. Future Outlook - The company aims to strengthen its materials business and expand its non-CAPEX operations through capital increases and convertible bonds [8][9]. - The MRO segment is expected to maintain high growth, with projected revenue of 450 million yuan in 2024 and a gross margin of approximately 32.65%, which is higher than the overall company margin [20]. - Future growth is anticipated to remain robust, with a projected CAGR of around 30% over the next few years, indicating strong long-term investment potential [23]. Key Risks and Considerations - The company faces challenges related to raw material costs and market competition, particularly from Taiwanese suppliers [12][13]. - The transition from CAPEX to OPEX may require strategic adjustments to maintain profitability and market share [8][11]. This summary encapsulates the key points from the conference call, highlighting Zhonghan Technology's financial performance, business segments, market position, and future outlook.

Summary of Zhengfang Technology Conference Call Company Overview - Zhengfang Technology reported a revenue growth of 31.5% year-on-year for 2024, with a weighted average return on equity of 16% and a significant increase in operating cash flow by 245.2% to 400 million yuan, indicating strong profitability and cash generation capabilities [2][3] Financial Performance - For the first quarter of 2025, the company achieved a revenue of 680 million yuan, a year-on-year increase of 14.9%. The non-recurring net profit attributable to shareholders grew by 50.8% to 25 million yuan, while the net profit attributable to shareholders increased by 38.2% to 34 million yuan. The weighted average return on equity rose by 0.16 percentage points to 0.98% [2][3] Business Segments and Growth - The operating expenditure (Opex) business revenue share increased to 31%, growing by 58.5% year-on-year. The integrated circuit industry became the largest downstream sector for the company, accounting for over 50% of revenue. Advanced manufacturing sectors such as new energy and new materials saw their revenue share rise to 11.3% [2][5] - Apex, the non-equipment business, achieved a revenue share exceeding 30% for the first time, indicating a continuous optimization of the business structure [2][5] Talent and Employee Incentives - Zhengfang Technology launched a second employee stock ownership plan in December 2024, granting approximately 6.1 million repurchased shares to core employees, enhancing team cohesion and providing talent support for diversified business development [2][6] Strategic Initiatives - The company focuses on expanding its Opex business through service offerings, cross-industry applications, and product line enrichment via self-research, incubation, and acquisitions. It aims to explore new growth points, particularly in overseas markets [4][7] - In response to market volatility, Zhengfang Technology implemented share buybacks to stabilize investor confidence, with total cash dividends over the past three years amounting to 320 million yuan, representing 81.4% of the average net profit attributable to shareholders during the same period [4][9] Future Outlook - Looking ahead, Zhengfang Technology plans to maintain a three-dimensional business expansion strategy, focusing on service-based Opex growth, leveraging professional capabilities for domain expansion, and applying core technologies across different industries. The company recognizes the potential opportunities and challenges arising from geopolitical changes and competition among major powers [7][8]

Core Viewpoint - Shanghai Zhengfan Technology Co., Ltd. and Shenzhen Huamao Nenglian Technology Co., Ltd. have signed a strategic cooperation agreement focusing on cost reduction and carbon reduction in various industrial applications [1] Group 1: Strategic Cooperation - The partnership will focus on integrated circuits, flat panel displays, semiconductor lighting, solar photovoltaics, biopharmaceuticals, and optical fiber manufacturing [1] - The collaboration aims to develop green energy planning and intelligent electricity management [1] - The companies will engage in source-load-storage interactive trading in the electricity market [1]

5月12日，正帆科技连续4个交易日下跌，区间累计跌幅-2.59%。上海正帆科技股份有限公司创立于2009年,多年来服务于中国集成电路、平板显示、半导体 照明、太阳能光伏、光纤制造以及生物制药产业,向客户提供制程关键系统综合解决方案。 财报显示，东方基金旗下东方人工智能主题混合A为正帆科技前十大股东，今年一季度减持。今年以来收益率3.53%，同类排名1788(总4581)。 来源：金融界 东方人工智能主题混合A基金经理为严凯。 简历显示，严凯先生:国籍:中国,北京大学微电子学与固体电子学专业硕士,曾任中航证券有限公司行业与策略研究员、国都证券有限公司行业与策略研究 员。2015年加盟东方基金管理有限责任公司,曾任权益投资部研究员,现任东方人工智能主题混合型证券投资基金基金经理助理。2021年1月4日起担任东方新 策略灵活配置混合型证券投资基金基金经理。2021年8月11号担任东方惠新灵活配置混合型证券投资基金基金经理。2021年8月11号至2022年9月2日担任东方 成长回报平衡混合型证券投资基金基金经理。2023年11月13日起担任东方创新科技混合型证券投资基金的基金经理。 | ○ 基金经理:严凯 | | | ...

Core Points - Shanghai Zhengfan Technology Co., Ltd. issued 9,437,854 shares at a price of RMB 19.39 per share, raising a total of RMB 182,999,989.06, with net proceeds after expenses being undisclosed [1] - The underwriting and continuous supervision of the stock issuance is handled by Guotai Junan Securities Co., Ltd. and later by Haitong Securities Co., Ltd. until December 31, 2024 [1][2] - The company has a registered capital of RMB 283.606254 million and is listed on the Shanghai Stock Exchange with the stock code 688596.SH [2] Summary of Underwriting Work - The underwriting institution is responsible for ensuring compliance with regulations and monitoring the company's governance and internal control systems [3] - The issuer has cooperated well with the underwriting institution, providing timely communication and necessary documentation for effective supervision [3][4] - The issuer's fundraising has been stored in a dedicated account and used according to legal requirements, with no violations reported [4] Evaluation of Securities Service Institutions - The securities service institutions engaged by the issuer have complied with legal requirements and provided timely professional reports and advice during the continuous supervision phase [4] Conclusion on Information Disclosure - The underwriting institution has reviewed the issuer's information disclosure documents and confirmed compliance with relevant regulations, ensuring that all disclosures are accurate and timely [4] Use of Raised Funds - The underwriting institution has audited the use of raised funds, confirming that they have been stored and used in accordance with regulations, with no violations noted [4]

Profit Distribution Matters - The company plans to distribute a cash dividend of 2.80 yuan (including tax) for every 10 shares to all shareholders, amounting to a total cash dividend of 81,784,031.28 yuan (including tax) based on a total share capital of 292,085,826 shares as of the announcement date [1][2] - The company reported a net profit attributable to shareholders of 527,748,576.32 yuan for the fiscal year 2024, with retained earnings of 1,055,820,501.18 yuan as of December 31, 2024 [1][2] Board Approval and Future Adjustments - The profit distribution proposal was approved in meetings held on April 28, 2025, by both the Board of Directors and the Supervisory Board, and it will be submitted for approval at the 2024 annual general meeting [2] - Any changes in total share capital due to convertible bond conversions, share buybacks, or other corporate actions will result in adjustments to the per-share distribution ratio while maintaining the total distribution amount [2] Impact Analysis - The profit distribution plan considers the company's current development stage and future funding needs, indicating it will not significantly impact the company's operating cash flow or long-term development [2] - The proposal complies with relevant laws and regulations, ensuring it does not adversely affect the safety of bond principal and interest payments or the company's debt repayment capacity [2][3]

国泰海通证券股份有限公司关于上海正帆科技股份有限公司 以简易程序向特定对象发行股票并上市 之保荐总结报告书 | 保荐机构名称： | 国泰海通证券股份有限公司 | | --- | --- | | 保荐机构编号： | Z29131000 | 经中国证券监督管理委员会《关于同意上海正帆科技股份有限公司向特定对象 发行股票注册的批复》（证监许可[2022]2349 号）批复，上海正帆科技股份有限公 司（以下简称"上市公司"、"公司"或"发行人"）以简易程序向特定对象发行 股票 9,437,854 股，每股面值人民币 1 元，每股发行价格人民币 19.39 元，募集资金 总额为人民币 182,999,989.06 元，扣除发行费用后，实际募集资金净额为人民币 178,725,108.14 元。本次发行证券已于 2022 年 10 月 28 日在上海证券交易所科创板 上市。原国泰君安证券股份有限公司作为公司本次以简易程序向特定对象发行股票 的保荐机构，根据中国证监会《证券发行上市保荐业务管理办法》等相关规定，其 需履行公司本次以简易程序向特定对象发行股票并上市后的持续督导工作，持续督 导期至 2024 年 12 月 31 ...