证券代码：688636 证券简称：智明达 公告编号：2025-040 成都智明达电子股份有限公司 关于回购注销部分限制性股票减资暨通知债权人的公告 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。 一、通知债权人的原由 2、申报时间：自本公告之日起 45 日内（9:00-11:30；13:30-17:00（双休 日及法定节假日除外） 3、联系人：袁一佳 二、需债权人知晓的相关信息 公司本次回购注销部分限制性股票将导致注册资本减少，根据《中华人民共 和国公司法》等相关法律、法规的规定，公司特此通知债权人，债权人自本公告 披露之日起 45 日内，有权凭有效债权文件及相关凭证要求公司清偿债务或者提 供相应担保。债权人未在规定期限内行使上述权利的，本次回购注销将按法定程 序继续实施。公司债权人如要求公司清偿债务或提供相应担保的，应根据《中华 人民共和国公司法》等法律、法规的有关规定向公司提出书面要求，并随附有关 证明文件。 债权申报所需材料：公司债权人可持证明债权债务关系存在的合同、协议及 其他凭证的原件及复印件到公司申报债权。债权 ...

北京中伦（成都）律师事务所 关于成都智明达电子股份有限公司 2025 年第一次临时股东会的 法律意见书 【2025】中伦成律（见）字第 136223-0006-070201 号 致：成都智明达电子股份有限公司 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《上市公司股东会 规则》（以下简称"《股东会规则》"）及《上海证券交易所科创板上市公司自律监 管指引第 1 号——规范运作》等法律、行政法规和规范性文件及《成都智明达电 子股份有限公司章程》（以下简称"公司章程"）的规定，北京中伦（成都）律师 事务所（以下简称"中伦"或"本所"）接受成都智明达电子股份有限公司（以 下简称"公司"）的委托，指派律师出席了公司 2025 年第一次临时股东会（以下 简称"本次股东会"），并对本次股东会的相关事项进行见证，依法出具本法律意 见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1．公司章程； 法律意见书 2．公司第三届董事会第二十五次会议决议公告； 3．公司关于召开 2025 年第一次临时股东会的通知公告； ...

证券代码：688636 证券简称：智明达 公告编号：2025-039 成都智明达电子股份有限公司 2025 年第一次临时股东会决议公告 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 一、 会议召开和出席情况 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 （一） 股东会召开的时间：2025 年 07 月 02 日 （二） 股东会召开的地点：成都市敬业路 108 号 T 区 1 栋 12 楼会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 49 | | --- | --- | | 普通股股东人数 | 49 | | 2、出席会议的股东所持有的表决权数量 | 22,342,428 | | 普通股股东所持有表决权数量 | 22,342,428 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 13.3460 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 13.3460 | （四 ...

Core Viewpoint - Recent capital operations by Zhimingda, particularly the significant share reduction by major shareholders and the proposed private placement plan, have become a focal point of investor discussion [1][2]. Group 1: Capital Operations - Zhimingda announced a plan to raise no more than 213 million yuan through a private placement for the development and industrialization of unmanned equipment and commercial aerospace embedded computers, as well as to supplement working capital [1]. - Major shareholders, including the actual controller Wang Yong and the investment partnership Qiongcheng Zhiwei, have been frequently reducing their holdings since 2024, with Qiongcheng Zhiwei reducing 1.1189 million shares and cashing out approximately 25.6 million yuan by September 30, 2024 [1]. - Wang Yong plans to transfer 5.03 million shares, representing 10.22% of his holdings and 3.00% of the total share capital, which could yield approximately 148 million yuan based on the closing price on the announcement date [2]. Group 2: Financial Performance - In 2024, Zhimingda reported operating revenue of 438 million yuan, a year-on-year decrease of 33.95%, and a net profit attributable to shareholders of 19.45 million yuan, down 79.79% year-on-year [2]. - For the first quarter of 2025, Zhimingda achieved operating revenue of 80.69 million yuan, a year-on-year increase of 64.69%, and a net profit of 8.32 million yuan, marking a turnaround from a loss in the previous year [3].

Core Viewpoint - Chengdu Zhimingda Electronics Co., Ltd. has convened the sixth special meeting of the third board of directors to approve the proposal for a simplified procedure for issuing shares to specific investors, confirming compliance with relevant laws and regulations [1][2][8]. Summary by Sections Meeting Overview - The meeting was held on June 30, 2025, with all three independent directors present, and the procedures followed legal requirements [1]. Approval of Stock Issuance - The independent directors approved the proposal confirming the company's eligibility to issue shares through a simplified procedure to specific investors [2][8]. - The stock to be issued is ordinary shares (A-shares) with a par value of RMB [2]. Issuance Details - The issuance will occur within ten working days after the China Securities Regulatory Commission (CSRC) registration decision [2]. - The target investors include up to 35 specific institutional and individual investors, including qualified foreign institutional investors [2][3]. Pricing and Quantity - The pricing will be based on the average trading price over the 20 trading days prior to the pricing date, with a minimum price set at 80% of this average [3][4]. - The total number of shares issued will not exceed 30% of the company's total shares before the issuance, with a fundraising cap of RMB 300 million [5][6]. Fundraising Purpose - The total amount to be raised is RMB 21,340,000, which will be used for projects including embedded computer research and development for unmanned equipment and commercial aerospace [6][7]. Lock-up Period - Shares acquired by investors will have a lock-up period of six months post-issuance, in compliance with regulatory requirements [5][6]. Future Plans and Reports - The company has prepared various reports, including feasibility studies and analyses related to the stock issuance, confirming alignment with legal and regulatory standards [9][10][11]. - A three-year dividend return plan for shareholders from 2025 to 2027 has also been established to enhance transparency and investor returns [12][13]. Previous Fund Usage - The company has reported on the usage of previously raised funds, ensuring compliance with relevant regulations [14].

Meeting Information - The second extraordinary general meeting of shareholders will be held on July 16, 2025, at 15:00 [1] - The meeting will utilize a combination of on-site and online voting methods [1] - The location for the on-site meeting is Room 12, Building 1, T District, 108 Jingye Road, Chengdu [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system, available from 9:15 to 15:00 on the day of the meeting [1] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete voting on all proposals before submission [2] Meeting Agenda - The meeting will review proposals that have been approved by the company's board, including risk mitigation measures and dividend return planning [2] - There are no related shareholders that need to abstain from voting [2] Attendance Requirements - Shareholders registered by the close of trading on July 9, 2025, are eligible to attend [3] - Various forms of identification and proof of shareholding are required for attendance [3] Registration Details - Registration for the meeting will take place on July 15, 2025, from 9:30 to 11:30 and 13:00 to 17:00 at the board office [4] - Transportation and accommodation costs for attendees are to be borne by themselves [4] Contact Information - For inquiries, the contact address is the board office at 11th Floor, Building 1, T District, 108 Jingye Road, Chengdu, with a contact number provided [4]

Core Viewpoint - Chengdu Zhimingda Electronics Co., Ltd. has established a three-year shareholder dividend return plan for 2025-2027, focusing on balancing company development and reasonable returns for shareholders while ensuring compliance with relevant laws and regulations [1][2]. Group 1: Factors Considered in the Plan - The company aims for long-term sustainable development, considering its actual situation, development goals, shareholder demands, and external financing environment [1]. - The plan emphasizes the importance of continuous and stable returns to investors, particularly small and medium shareholders [1]. Group 2: Principles of the Plan - The plan will comply with national laws and the company's articles of association while prioritizing investor returns [2]. - The company will implement a profit distribution system that balances shareholder returns with its funding needs [2]. - The profit distribution policy will maintain continuity and stability, considering the long-term interests of all shareholders [2]. Group 3: Specific Dividend Return Plan - The company will adopt an active profit distribution policy, ensuring that the distribution does not exceed distributable profits and does not harm the company's ongoing operations [2][3]. - Cash dividends will be prioritized, with a minimum of 10% of the distributable profits allocated for cash dividends each year, or at least 30% of the average annual distributable profits over the last three years [2][3]. - The board will consider industry characteristics, development stages, and significant capital expenditure when proposing differentiated cash dividend policies [3]. Group 4: Decision-Making Process - The profit distribution proposal will be drafted by the board and reviewed by independent directors before being submitted to the shareholders' meeting for approval [3][4]. - The company will provide online voting options for shareholders and actively communicate with them, especially small and medium shareholders, to gather their opinions [4]. Group 5: Policy Changes - Any adjustments to the profit distribution policy will prioritize shareholder protection and require detailed justification in proposals submitted to the shareholders' meeting [5]. - Changes to the policy must comply with relevant regulations and be approved by the board and the shareholders' meeting, with independent directors providing independent opinions [5].

Core Viewpoint - The company plans to issue shares to specific investors, which will dilute immediate returns but aims to enhance long-term financial performance and shareholder value [2][6][10] Financial Impact of the Share Issuance - The issuance will increase the total share capital and net asset scale, but short-term earnings per share (EPS) will be diluted due to the time lag in realizing economic benefits from the investment projects [2][6] - The total share capital will rise from 11,256.15 million shares to 17,583.38 million shares post-issuance, with the estimated issuance of 811.72 million shares [4][5] - Under various profit scenarios for 2025, the basic EPS is projected to decrease from 0.17 to 0.12 if profits remain flat, and further declines are expected if profits drop by 10% [5][6] Assumptions and Projections - The analysis is based on assumptions regarding net profit for 2025, which may remain flat, increase by 10%, or decrease by 10% compared to 2024 [3][5] - The company emphasizes that these assumptions do not constitute profit guarantees and should not be the sole basis for investment decisions [3][6] Relationship of Fundraising Projects to Existing Business - The fundraising projects are aligned with the company's focus on providing customized embedded modules and solutions, particularly in key national sectors [6][7] - The projects aim to enhance the company's research and production capabilities in high-reliability embedded computing, which is crucial for applications in advanced equipment like aircraft and missiles [7][8] Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the management of raised funds to ensure compliance and effective use, aiming to enhance sustainable profitability [8][9] - It plans to expedite the implementation of fundraising projects to achieve expected benefits sooner, thereby reducing the risk of immediate return dilution [8][9] - The company will improve its governance structure to ensure efficient decision-making and protect shareholder interests [9][10] Commitments from Management and Major Shareholders - The board and senior management have committed to not transferring benefits unfairly and to link their compensation to the execution of measures to mitigate return dilution [10][11] - Major shareholders have also pledged to refrain from interfering in company operations and to uphold the interests of the company and its investors [10][11] Approval Process for the Issuance - The proposal for the share issuance and related measures has been approved by the company's board and will require further approval from the shareholders' meeting [11]

Company Overview - Chengdu Zhimingda Electronics Co., Ltd. focuses on providing customized embedded modules and solutions for key national sectors, emphasizing embedded technology research and development [1][2] - The company offers high-reliability embedded computers used in advanced equipment such as aircraft, missiles, satellites, and drones, providing comprehensive solutions for critical electronic systems [2] Fundraising and Investment Plan - The company plans to raise a total of 213.4 million yuan through a simplified procedure for issuing shares to specific targets, with all funds allocated to the "Embedded Computer R&D and Industrialization Project for Unmanned Equipment and Commercial Aerospace" [3][4] - The total investment for the project is estimated at 150.4 million yuan, aimed at enhancing production capacity and product quality in key national sectors [3][4] Project Necessity and Feasibility - The project is essential for accelerating new product development and seizing opportunities in emerging business areas, particularly in unmanned equipment and commercial aerospace [4][5] - The construction of dedicated production lines for unmanned equipment and commercial aerospace will improve manufacturing efficiency and meet aerospace-grade product quality control requirements [5][6] - The project will also enhance lean manufacturing and digital management capabilities, reducing costs and increasing overall competitiveness [6][7] Market Potential - The global military drone market is projected to grow from 16.5 billion USD in 2022 to 34.3 billion USD by 2025, with a compound annual growth rate of 27.6% [7][8] - The commercial aerospace sector is experiencing rapid growth, with a significant increase in satellite launches and deployments, indicating a robust market for the company's products [8][9] Technological and Client Advantages - The company has accumulated extensive experience in the embedded computer industry, particularly in areas such as low power consumption and high reliability, which supports the successful implementation of the project [9][10] - Established relationships with key clients in national defense sectors, including major state-owned enterprises, provide a solid foundation for market penetration and project success [10] Conclusion - The fundraising plan aligns with the company's strategic goals and is expected to enhance its technological innovation capabilities, thereby strengthening its market position and competitiveness in the embedded computing sector [12][13]

Fundraising Overview - The company raised a total of RMB 43,125.00 million by issuing 12.5 million shares at RMB 34.50 per share, with a net amount of RMB 38,182.62 million after deducting issuance costs of RMB 4,942.38 million [1][5] - As of May 31, 2025, the company has utilized RMB 37,747.18 million of the raised funds, with RMB 21,056.91 million invested in projects from April to December 2021 and RMB 5,687.29 million in 2022 [1][5] Fund Management - The company established a fundraising management system to ensure compliance with relevant laws and regulations, including the signing of a tripartite supervision agreement with the underwriter and banks [3][4] - The company changed its underwriter from CITIC Securities to Huatai United Securities, which took over the ongoing supervision responsibilities [4] Fund Usage and Adjustments - The actual investment amount of the embedded computer expansion project was RMB 16,182.62 million after adjustments, with a total of RMB 38,182.62 million allocated for fundraising projects [6][12] - The company has not changed the purpose of the raised funds, nor has it transferred or replaced any projects [7][12] Project Performance - The embedded computer expansion project was completed and put into use by September 2024, with a total investment of RMB 981.42 million transferred to permanent working capital after project completion [7][12] - The company reported that the R&D center's technical transformation project and working capital projects could not be individually assessed for benefits, but they are expected to enhance the company's core competitiveness [12][13] Compliance and Reporting - The company confirmed that the actual use of the raised funds aligns with the disclosures in periodic reports and other information [13] - The board of directors guarantees the authenticity, accuracy, and completeness of the report, assuming legal responsibility for any misrepresentation [13]