浙江双元科技股份有限公司 募集资金管理制度 浙江双元科技股份有限公司 第一章 总则 第六条 公司的控股股东、实际控制人及其他关联人不得占用公司募集资金，不 得利用公司募集资金投资项目（以下简称"募投项目"）获取不正当利益。 公司发现控股股东、实际控制人及其他关联人占用募集资金的，应当及时要求归 还，并披露占用发生的原因、对公司的影响、清偿整改方案及整改进展情况。 浙江双元科技股份有限公司 募集资金管理制度 第七条 保荐人或者独立财务顾问应当按照《证券发行上市保荐业务管理办法》 《科创板上市规则》、本制度的规定，对科创公司募集资金的管理和使用履行持续督 导职责。 第二章 募集资金存储 第八条 公司应当将募集资金存放于经董事会批准设立的专项账户（以下简称 "募集资金专户"）集中管理和使用。 第一条 为规范浙江双元科技股份有限公司（以下简称"公司"）募集资金的管 理和使用，保护投资者的权益，根据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司募集资金监管规则》《上海证券交易所科创板股票上市规则》（以 下简称"《科创板上市规则》"）《上海证券交易所科创板上市公司自律监管指引第 章程》（以下简称"《公司章程 ...

General Principles - The internal audit management system of Zhejiang Shuangyuan Technology Co., Ltd. aims to standardize internal audit work, improve quality, and protect investors' rights based on relevant laws and regulations [2][3] - Internal audit refers to the evaluation activities conducted by the internal audit institution or personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [2][3] Audit Institution - An internal audit institution is established under the board's audit committee, responsible for reporting to the audit committee and accepting its supervision [3][4] - The internal audit institution must have qualified personnel with necessary professional knowledge and ethical standards [4][5] Responsibilities and Authority of the Audit Institution - The audit committee is responsible for guiding and supervising the internal audit work, including evaluating the completeness and effectiveness of internal control systems [5][6] - The internal audit institution has the authority to request relevant management materials, attend meetings related to its responsibilities, and issue internal audit reports [6][7] Audit Work Procedures - The internal audit work involves drafting an audit plan, notifying the audited unit in advance, and submitting audit reports within specified timeframes [8][9] - Audit findings must be documented, and the audited unit is required to respond to the audit report within a set period [9][10] Implementation of Audit Work - The internal audit institution must evaluate the effectiveness of internal controls annually and report on any deficiencies found during audits [11][12] - Specific focus areas for audits include significant non-operating fund transactions, external investments, and related party transactions [12][13] Information Disclosure - The audit committee must issue an annual self-evaluation report on internal controls based on the internal audit institution's findings [11][12] - The company must engage an accounting firm to provide an internal control effectiveness report at least every two years [12][13] Audit Archive Management - The internal audit institution is required to establish audit archives within a specified timeframe after completing audits, ensuring confidentiality and proper documentation [12][13] Supervision and Violation Handling - The company must implement a mechanism to supervise and evaluate the performance of internal audit personnel, with penalties for obstructing audits or failing to comply with audit conclusions [13][14]

Core Viewpoint - Zhejiang Shuangyuan Technology Co., Ltd. has established a share repurchase system to regulate its share buyback behavior, aiming to promote sustainable development and protect the rights of shareholders and creditors [1][2]. Group 1: General Provisions - The share repurchase system is formulated based on relevant laws and regulations, including the Company Law and Securities Law [1]. - The company can repurchase shares under specific circumstances, such as reducing registered capital, employee stock ownership plans, or maintaining company value [1]. - Conditions for repurchase include stock price falling below net asset value or a cumulative decline of 20% over 20 trading days [1]. Group 2: Basic Requirements for Share Repurchase - The company must have been listed for at least 6 months and have no major legal violations in the past year to repurchase shares [4]. - The repurchase can be conducted through centralized bidding or tender offers, and the total shares repurchased cannot exceed 10% of the total issued shares [5][11]. - Funds for repurchase must be legally sourced, including self-owned funds, funds raised from issuing preferred shares or bonds, and bank loans [5]. Group 3: Implementation Procedures and Information Disclosure - Proposals for share repurchase can be made by eligible proposers and must be specific and reasonable [29]. - The board of directors must evaluate the company's financial status and make decisions on the repurchase plan, which must be disclosed promptly [30][32]. - The repurchase plan must include details such as purpose, method, price range, and funding sources [33]. Group 4: Daily Supervision of Share Repurchase - The company must manage insider information and ensure that no insider trading occurs before the disclosure of the repurchase plan [48]. - Relevant parties involved in the repurchase must be reported to the stock exchange [48]. - The company must disclose the progress of the repurchase and any changes to the plan in a timely manner [36][46].

Core Points - The article discusses the approval and verification of Zhejiang Shuangyuan Technology Co., Ltd.'s use of its own foreign exchange to pay for investment projects and subsequently replace it with raised funds [1][4][6] Group 1: Fundraising Overview - The company was approved to publicly issue 14.7857 million shares at a price of RMB 125.88 per share, raising a total of RMB 1,861.22 million, with a net amount of RMB 1,666.36 million after deducting issuance costs [1][2] - The funds raised will be allocated to various investment projects, with a planned usage of RMB 651.58 million and excess funds of RMB 1,014.78 million [2][3] Group 2: Investment Project Details - The investment projects include the Intelligent Measurement and Control Equipment Production Base, R&D Center, Marketing Network and Technical Support Center, and working capital supplementation [2][3] - As of June 30, 2025, the total investment in these projects is expected to reach RMB 711.31 million [3] Group 3: Use of Own Foreign Exchange - The company plans to use its own foreign exchange for payments related to overseas procurement during the implementation of investment projects, aiming to enhance the efficiency of fund usage [4][5] - The process involves prior approval for payments, followed by a replacement of the amount with raised funds from the dedicated account [4][5] Group 4: Impact and Approval Process - This approach is expected to improve overall operational efficiency and is deemed beneficial for the company and its shareholders [5][6] - The board and supervisory committee have approved the plan, confirming that it does not alter the intended use of raised funds or harm shareholder interests [5][6][7]

Group 1 - The core viewpoint of the article is that Zhejiang Shuangyuan Technology Co., Ltd. has decided to postpone the expected completion dates of certain fundraising projects while maintaining the original investment purposes and amounts [1][4][5] - The total amount of funds raised by the company is RMB 1,478.57 million, with a net amount of RMB 1,666.36 million allocated for investment projects [2][4] - The company plans to adjust the expected completion dates for the "Intelligent Measurement and Control Equipment Production Base Project" and the "Research and Development Center Project" due to delays caused by various uncontrollable factors [2][4] Group 2 - The company will adhere to relevant regulations and strengthen the supervision and management of the use of raised funds to ensure their legal and effective use [3][4] - The postponement of the fundraising projects is a cautious decision that does not change the project implementation subjects, methods, or investment purposes, and will not have a significant adverse impact on the company's normal operations [4][5] - The board of directors and the supervisory board have approved the postponement of the projects, and this decision does not require submission to the shareholders' meeting for approval [5][6]

Core Viewpoint - The report outlines the continuous supervision and compliance status of Zhejiang Shuangyuan Technology Co., Ltd. by Minsheng Securities, emphasizing the company's adherence to regulations and the absence of significant violations during the supervision period [1][2][4]. Continuous Supervision Work Status - Minsheng Securities has established and effectively implemented a continuous supervision system for Shuangyuan Technology, including a work plan [2]. - A continuous supervision agreement was signed with Shuangyuan Technology, clarifying the rights and obligations of both parties during the supervision period [2]. - The supervision activities included regular communication, site inspections, and due diligence to ensure compliance with laws and regulations [2][3]. - No violations or breaches of commitments were reported by Shuangyuan Technology during the first half of 2025 [2][4]. Financial Performance - For the first half of 2025, Shuangyuan Technology reported a revenue of 161.50 million yuan, a decrease of 9.39% compared to the previous period [5]. - The net profit attributable to shareholders decreased by 27.91% to 6.20 million yuan per share [5]. - The company's total assets as of June 30, 2025, were 2.61 billion yuan, down 2.19% from the end of 2024 [5]. Core Competitiveness - The company maintains a strong focus on technology research and development, with R&D expenses accounting for 12.17% of revenue, an increase of 1.25 percentage points year-on-year [5][14]. - Shuangyuan Technology has developed a range of core technologies in online automation measurement and control systems, enhancing its competitive edge in various industries [9][10]. - The company has established stable partnerships with leading enterprises in the new energy battery sector, contributing to its robust customer base [12]. Use of Raised Funds - As of June 30, 2025, Shuangyuan Technology has utilized 71.13 million yuan of the raised funds for various projects, including the establishment of an intelligent measurement and control equipment production base [15]. - The remaining balance of the raised funds was 102.84 million yuan, which includes interest income [15][16]. - The company has complied with regulations regarding the use of raised funds, ensuring proper storage and usage in accordance with legal requirements [20].

Core Viewpoint - The company plans to use part of the excess raised funds, amounting to RMB 30,400.00 million, to permanently supplement its working capital, ensuring that this does not affect the normal operation of the fundraising investment projects [4][6][7] Fundraising Basic Situation - The company was approved to publicly issue 14,785,700 shares at a price of RMB 125.88 per share, raising a total of RMB 186,122.39 million, with a net amount of RMB 166,635.87 million after deducting issuance costs [1][2] Investment Project Overview - The net amount raised is planned to be allocated as follows: - Intelligent Measurement and Control Equipment Production Base Project: RMB 31,728.35 million - R&D Center Project: RMB 14,815.13 million - Working Capital Supplement: RMB 14,000.00 million - Excess Funds: RMB 101,478.09 million - Total: RMB 166,635.87 million [3][4] Plan for Using Excess Funds - The company intends to use 29.96% of the total excess funds (RMB 30,400.00 million) for working capital, ensuring that the investment projects remain funded and operational [4][5] Impact and Commitments - The use of excess funds for working capital is aimed at improving efficiency, reducing financial costs, and enhancing profitability without altering the intended use of the raised funds [5][6] Approval Process - The proposal to use excess funds was approved by the company's board and supervisory committee and will be submitted for shareholder approval [6][7] Sponsor's Verification Opinion - The sponsor has no objections to the company's plan to use RMB 30,400.00 million of excess funds for working capital, confirming compliance with relevant regulations and that it will not harm shareholder interests [7]

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