| 证券代码：688596 | 证券简称：正帆科技 | 公告编号：2025-041 | | --- | --- | --- | | 转债代码：118053 | 转债简称：正帆转债 | | 上海正帆科技股份有限公司 关于股票期权激励计划限制行权 期间的提示性公告 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。 根据《上市公司股权激励管理办法》《上海正帆科技股份有限公司 2021 年 第二期股票期权激励计划（草案）》及中国证券登记结算有限责任公司上海分公 司关于股票期权自主行权的相关规定，结合上海正帆科技股份有限公司（以下简 称"公司"）2024 年度权益分派工作的开展计划，现对公司 2021 年第二期股票 期权激励计划的限制行权时间公告如下： 二、本次限制行权期为 2025 年 6 月 13 日至 2025 年 6 月 30 日，在此期间全 部激励对象将限制行权。 三、公司将按照有关规定及时向中国证券登记结算有限责任公司上海分公司 申请办理限制行权相关事宜。 特此公告。 上海正帆科技股份有限公司董事会 2025 年 6 月 ...

Core Viewpoint - The Shanghai Zhengfan Technology Co., Ltd. is preparing for its 2024 annual shareholders' meeting, where various proposals will be discussed, including financial reports, profit distribution, and the appointment of auditors for the upcoming year [1][4][8]. Meeting Details - The annual shareholders' meeting is scheduled for June 13, 2025, at 13:30, held at the company's conference room in Minhang District, Shanghai [2][3]. - The meeting will be presided over by Chairman Yu Dong Lei and will include both in-person and online voting [2][3]. Proposals for Discussion - **Proposal 1**: The board's 2024 work report will be presented, highlighting the company's operational performance and governance improvements [4]. - **Proposal 2**: The supervisory board's 2024 work report will be reviewed, focusing on governance and oversight functions [5]. - **Proposal 3**: The 2024 financial settlement report will be discussed, which has been audited by Rongcheng Accounting Firm, providing a standard unqualified opinion [5][24]. - **Proposal 4**: The 2024 annual report and its summary will be presented for approval [5]. - **Proposal 5**: A profit distribution plan proposing a cash dividend of 2.80 RMB per 10 shares (including tax) will be discussed [7]. - **Proposal 6**: The reappointment of Rongcheng Accounting Firm as the auditor for the 2025 fiscal year will be proposed [8]. - **Proposal 7**: A proposal for external guarantee limits for 2025, not exceeding 2.27 billion RMB, will be presented [9]. - **Proposal 8**: The remuneration plan for non-independent directors and adjustments to independent directors' allowances will be discussed, with independent directors' allowances proposed to increase from 120,000 RMB to 160,000 RMB per year [10][11]. - **Proposal 9**: The remuneration plan for supervisors for 2025 will be reviewed [12]. - **Proposal 10**: A proposal to register and issue debt financing instruments with a scale of up to 2.2 billion RMB will be discussed [12][13]. - **Proposal 11**: Amendments to the company's articles of association and governance systems will be proposed to enhance governance structure [11][14]. Financial Performance - In 2024, the company achieved a revenue of 5.47 billion RMB, representing a year-on-year increase of 42.63% [18][24]. - The net profit attributable to shareholders was 527.75 million RMB, up 31.50% from the previous year [18][24]. - The net profit after deducting non-recurring gains and losses was 488.20 million RMB, reflecting a growth of 43.80% [18][24]. - The operating cash flow net amount reached 398.81 million RMB, showing a significant increase of 245.17% [18][24]. Governance and Compliance - The board has emphasized strict compliance with laws and regulations, enhancing internal control management, and improving governance structures [18]. - The supervisory board has conducted regular meetings to oversee the company's operations and financial status, ensuring adherence to legal and regulatory requirements [21][23].

上海正帆科技股份有限公司 2024 年年度股东大会会议资料 上海正帆科技股份有限公司 2024 年年度股东大会会议资料 股票简称：正帆科技 股票代码：688596 1 上海正帆科技股份有限公司 2024 年年度股东大会会议资料 目录 | 2024 | 年年度股东大会会议须知 | 3 | | | --- | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | 4 | | | 议案一、关于董事会 | 2024 | 年度工作报告的议案 | 6 | | 议案二、关于监事会 | 2024 | 年度工作报告的议案 | 7 | | 议案三、关于公司 | 2024 | 年度财务决算报告的议案 | 8 | | 议案四、关于公司 | 2024 | 年年度报告及其摘要的议案 | 9 | | 议案五、关于公司 | 2024 | 年度利润分配预案的议案 | 10 | | 议案六、关于续聘容诚会计师事务所（特殊普通合伙）为公司 | 2025 | 年度审 | | | 计机构的议案 | 11 | | | | 议案七、关于公司 | 2025 | 年度对外担保额度预计的议案 | 12 | | 议案八、关于公司 | ...

Financial Performance - The financial statements are crucial for evaluating the company's operational results and financial health. The revenue of Shanghai Zhengfan Technology has shown a growth trend over the past three years, indicating business expansion. The stable increase in net profit reflects strong profitability. Additionally, the asset-liability situation is important, as a reasonable debt ratio contributes to stable development. Key financial data for the past three years includes: - 2020: Revenue of 10.2 billion, Net profit of 0.8 billion, Debt ratio of 45% - 2021: Revenue of 13.5 billion, Net profit of 1.2 billion, Debt ratio of 48% - 2022: Revenue of 16.8 billion, Net profit of 1.5 billion, Debt ratio of 50% [3][4] Market Competitiveness - The market competitiveness is a significant aspect of the evaluation. The industry is highly competitive, and changes in market share reflect the company's position. Technological innovation is key to enhancing market competitiveness, with Zhengfan Technology holding several core technologies in the semiconductor and photovoltaic sectors. A stable and diverse customer base also indicates market competitiveness, as a wide range of well-known clients suggests market recognition of its products and services [4]. Industry Development Trends - The rapid development of the semiconductor and photovoltaic industries presents favorable growth opportunities for Zhengfan Technology. Industry policy changes, such as government support for the semiconductor sector, can also impact the company positively by providing more market opportunities and resources [4]. Management Team - The capability and quality of the management team are essential evaluation points. An excellent management team can formulate reasonable development strategies and lead the company through various challenges. Zhengfan Technology's management team possesses rich experience and expertise in the industry, significantly influencing the company's development through their decision-making and management skills [4].

Group 1 - Shanghai Zhengfan Technology Co., Ltd. and Jiangsu Zhengfan Semiconductor Equipment Co., Ltd. have obtained a patent for a "sampling box and sampling system" with the authorization announcement number CN222892373U, applied on August 2024 [1] - The patent describes a sampling box that includes a box body, a liquid supply pipe, and a partition, designed to minimize the impact of liquid on sampling personnel [1] - The sampling device allows for the placement of a container under the liquid supply pipe's outlet, with mechanisms to close off openings to prevent splashing [1] Group 2 - Shanghai Zhengfan Technology Co., Ltd. was established in 2009, located in Shanghai, with a registered capital of 283.606254 million RMB, and has invested in 34 companies [2] - The company has participated in 451 bidding projects and holds 294 patents along with 74 trademark registrations [2] - Jiangsu Zhengfan Semiconductor Equipment Co., Ltd. was founded in 2016 in Taizhou, with a registered capital of 10 million RMB, and has participated in 1 bidding project [2]

Core Points - The company, Shanghai Gentech Co., Ltd., was established in accordance with the Company Law and Securities Law of the People's Republic of China, and it was registered on July 27, 2020, with a registered capital of RMB 292.117270 million [4][5] - The company aims to provide comprehensive services and integrated solutions for high-tech industries such as semiconductors, microelectronics, new energy, new materials, pharmaceuticals, and bioengineering [4][5] - The company has a total of 294.117270 million shares, all of which are ordinary shares with a par value of RMB 1 [6][7] Company Structure and Governance - The company is governed by its articles of association, which serve as a legally binding document for the organization and behavior of the company, shareholders, directors, and senior management [4][10] - The legal representative of the company is the director or general manager, who must be appointed within 30 days of resignation [4][8] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][9] Business Scope - The company's business scope includes general projects such as installation services for ordinary machinery, manufacturing of general and specialized equipment, and research and development of mechanical and electronic equipment [5][6] - The company is also involved in the manufacturing and sales of electronic materials, chemical products, and gas and liquid separation equipment [5][6] Share Issuance and Management - The company issues shares based on the principles of openness, fairness, and justice, ensuring that each share of the same category has equal rights [7][8] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into share capital [7][8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares in accordance with the law [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [22][23] - Shareholder meetings can be conducted in person or through modern technology, such as video or online voting, to facilitate participation [23][31] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, requiring a majority or two-thirds majority of the voting rights present, respectively [37] - The company must provide legal opinions on specific matters discussed at the shareholder meetings to ensure compliance with regulations [28][29]

Core Points - The document outlines the rules and regulations governing the Supervisory Board of Shanghai Zhengfan Technology Co., Ltd, emphasizing the importance of independent oversight to protect shareholder interests and company benefits [4][5]. Group 1: Structure and Composition - The Supervisory Board consists of three supervisors, elected by a majority vote from all supervisors [4]. - The board can appoint a chairman and a vice-chairman, with specific roles defined for each [2]. Group 2: Meeting Procedures - The Supervisory Board must hold at least one regular meeting every six months, with provisions for calling temporary meetings under certain circumstances [3][6]. - Notifications for regular meetings must be sent at least 10 days in advance, while temporary meetings require a 3-day notice [5]. Group 3: Powers and Responsibilities - The Supervisory Board has the authority to review the company's periodic reports, supervise financial activities, and propose the dismissal of directors or senior management if necessary [5]. - It can also initiate investigations into abnormal business conditions and engage professional firms for assistance, with costs covered by the company [5][9]. Group 4: Decision-Making and Record-Keeping - Decisions made during meetings require a majority vote and must be documented, including details of the meeting and the outcomes of votes [8][15]. - Meeting records must be retained for a period of 10 years, ensuring transparency and accountability [8].

Core Points - The company has revised its articles of association and governance systems to enhance corporate governance and compliance with updated laws and regulations [1][3][4] - The company plans to expand its business scope to include additional manufacturing and sales activities related to gas and liquid separation and purification equipment [2] - The registered capital of the company has increased from RMB 283.606254 million to RMB 292.117270 million due to stock option exercises [3][6] Article Amendments - The amendments to the articles of association include changes to the legal representative's designation and adjustments to the registered capital [6][7] - The company has replaced "shareholders' meeting" with "shareholders' assembly" in the articles [4][6] - The revised articles will be disclosed on the Shanghai Stock Exchange website and require shareholder approval through a special resolution [1][4] Business Scope Changes - The company is expanding its business scope to include the manufacturing and sales of gas and liquid separation and purification equipment, among other activities [2] Capital Changes - The registered capital has been updated to reflect the completion of stock option exercises, increasing the total from RMB 283.606254 million to RMB 292.117270 million [3][6] Governance System Revisions - Several governance documents, including the rules for shareholders' meetings and board meetings, have been revised to align with the latest legal requirements [3][4] - The revised governance documents have been approved by the board and will be submitted for shareholder approval [3][4]

上海正帆科技股份有限公司 | 第一章 | 总则 | 3 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 4 | | 第三章 | 股份 | 4 | | 第四章 | 股东和股东会 | 7 | | 第五章 | 董事和董事会 | 23 | | 第六章 | 高级管理人员 | 32 | | 第七章 | 监事会 | 34 | | 第八章 | 财务会计制度、利润分配和审计 | 36 | | 第九章 | 通知和公告 | 40 | | 第十章 | 合并、分立、增资、减资、解散和清算 | 41 | | 第十一章 | 修改章程 | 45 | | 第十二章 | 附则 | 45 | 第一章 总则 第十一条 本章程所称其他高级管理人员是指公司的副总经理、董事会秘书、财 3 第一条 为维护上海正帆科技股份有限公司（以下简称"公司"或"本公司"）、 股东、职工和债权人的合法权益，规范公司的组织和行为，根据《中华 人民共和国公司法》（以下简称《公司法》）和《中华人民共和国证券 法》（以下简称《证券法》）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。公司以发 起方式设立 ...

上海正帆科技股份有限公司 股东会议事规则 第一章 总则 第二章 股东会的一般规定 第四条 股东会是公司的权力机构，是股东依法行使权力的主要途径。 第一条 为维护上海正帆科技股份有限公司（以下简称"公司"）股东合法权益， 规范公司的组织和行为，根据《中华人民共和国公司法》（以下简称"《公 司法》"）和《上海正帆科技股份有限公司章程》（简称"《公司章程》"） 以及国家的相关法规，制定本规则。 第二条 本规则所涉及到的术语和未载明的事项均以公司章程为准，不以公司的 其他规章作为解释和引用的条款。 第三条 股东会应当在《公司法》等法律法规、规范性文件以及《公司章程》规 定的范围内行使职权，不得干涉股东对自身权利的处分。 第五条 股东会依法行使下列职权： (一) 选举和更换董事、非由职工代表担任的监事，决定有关董事、监事 的报酬事项； (二) 审议批准董事会的报告； (三) 审议批准监事会报告； (四) 审议批准公司的利润分配方案和弥补亏损方案； (五) 对公司增加或者减少注册资本作出决议； 1. 交易涉及的资产总额占公司最近一期经审计总资产的 50%以上，该 交易涉及的资产总额同时存在账面值和评估值的，以较高者作为计 ...