航天智造科技股份有限公司（以下简称"公司"）第五届董 事会第十八次会议于 2025 年 7 月 21 日下午 15:30 在公司成都分 公司会议室以现场和通讯相结合的方式召开。本次会议已于 2025 年 7 月 15 日以专人送达、电子邮件和电话等方式通知全体 董事。 本次会议由董事长陈凡章先生召集并主持，应出席董事 9 人，实际出席董事 9 人。其中出席现场会议的董事为陈凡章、 彭建清和张云飞，以通讯方式出席会议的董事为张涛、翁骏、 谢鲁、刘洪川、屈哲锋和邹华维。公司高级管理人员列席了会 议。本次会议的召集和召开符合《中华人民共和国公司法》和 《公司章程》的有关规定。 航天智造科技股份有限公司 第五届董事会第十八次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准 确、完整，没有虚假记载、误导性陈述或重大遗漏。 一、会议召开情况 证券代码：300446 证券简称：航天智造 公告编号：2025-051 二、会议审议情况 表决结果：赞同票 9票；反对票为 0票；弃权票为 0票。审 议通过。 （二）审议通过了《关于修订〈内部审计工作规定〉的议 案》 具体内容详见公司在巨潮资讯网（www.cninfo. ...

航天智造科技股份有限公司 信息披露管理规定 第一章 总则 第一条 为规范航天智造科技股份有限公司（以下简称公司） 及其他信息披露义务人的信息披露行为，加强信息披露事务管理， 保护投资者合法权益，根据《中华人民共和国证券法》（以下简 称《证券法》）《上市公司信息披露管理办法》《深圳证券交易 所创业板股票上市规则》（以下简称《上市规则》）、《深圳证 券交易所上市公司自律监管指引第 2 号——创业板上市公司规范 运作》《深圳证券交易所上市公司自律监管指引第 5 号 ——信息 披露事务管理》等法律、法规和部门规章，结合公司实际情况， 制定本规定。 第二条 本规定所称"信息"是指可能对公司证券交易价格或 对投资者作出价值判断和投资决策产生较大影响的信息,以及证 券监管部门、深圳证券交易所（以下简称证券交易所）要求披露 的其他信息。 本规定所称"披露"是指公司或者相关信息披露义务人按法 律、行政法规、部门规章、规范性文件、《上市规则》和其他相 关规定在符合条件媒体上公告上述信息。 第三条 本规定所称的信息披露义务人是指公司及其董事、 高级管理人员、股东、实际控制人，收购人，重大资产重组、再 融资、重大交易有关各方等自然人 ...

Core Viewpoint - The company has developed a series of new products for PCB (including FPC) electronic functional materials, focusing on pressure testing films, photoresist dry films, solder mask inks, and conductive adhesive films, aiming to establish pressure testing films as the leading product in the high-performance functional materials sector [1] Group 1: Product Development - The company has introduced pressure testing films, photoresist dry films, solder mask inks, and conductive adhesive films as part of its new product lineup [1] - Pressure testing films have been recognized as a "single champion" product in manufacturing by Hebei Province [1] Group 2: Partnerships and Collaborations - The company has established stable partnerships with leading enterprises in the electronics and semiconductor sectors, including JD.com, Tianma Microelectronics, and BYD [1] Group 3: Market Outlook - The PCB industry is expected to continue steady growth over the next five years, driven by new technological applications in AI, 5G communication, and new energy vehicles [1] - The market prospects for the company's PCB (including FPC) electronic functional materials are considered promising [1]

Financial Performance - The company's net profit attributable to shareholders for the first half of 2025 is expected to grow by up to 10% year-on-year [2] - In the automotive parts business, sales revenue is projected to increase by approximately 10% year-on-year, with the automotive industry showing a growth trend [3] - The sales revenue for the automotive parts business exceeded 7 billion CNY in 2024, marking a year-on-year growth of 37.7% [6][7] Business Segments Automotive Parts - The company has achieved full coverage of major domestic automotive manufacturers, establishing a robust domestic industrial layout [6] - It possesses strong technical and R&D capabilities, with 554 patents granted, including 53 invention patents [7] - The product supply chain integrates product development, mold design, component manufacturing, and assembly services, effectively controlling production costs [7] Oil and Gas Equipment - The company maintains a leading position in key technologies for shale gas and high-temperature, high-pressure perforation systems [3][5] - It has over 30 years of collaboration with major domestic oil companies, supplying critical equipment for deep-sea oil and gas extraction [4] - The deep-sea technology sector is expected to become a focal point for large oil and gas companies, presenting new growth opportunities for the company [5] New Materials - The newly established subsidiary focuses on high-performance functional materials, including anti-counterfeiting materials, electronic functional materials, and weather-resistant materials [8][9] - The pressure testing film has been recognized as a "single champion" product in Hebei Province and has established stable partnerships with leading companies in the electronics and semiconductor sectors [9] - The company is the largest global producer of UV-1084, with its technology and product quality reaching international standards [9] Future Plans - The company is considering implementing an employee stock ownership plan as a means to incentivize management and core staff, aligning their interests with the company's growth [10][11]

证券代码：300446 证券简称：航天智造 公告编号：2025-048 航天智造科技股份有限公司 2025 年半年度业绩预告 本公司及董事会全体成员保证信息披露的内容真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 三、业绩变动原因说明 2．业绩预告情况： | 目 本预告期 | | 上年同期 | | | --- | --- | --- | --- | | 归属于上市公 万元 盈利：38,691.68 – 42,560.85 司股东的净利 | 万元 | 盈利：38,691.68 | 万元 | | 比上年同期：增长 0% –增长 | 10% | | | | 归属于上市公 盈利：36,426.93 万元 – 39,896.16 司股东的扣除 | 万元 | 盈利：34,692.31 | 万元 | | 非经常性损益 比上年同期：增长 –增长 5% | 15% | | | | 项 润 后的净利润 | | | | 注：上年同期，公司将先进制造业企业增值税加计抵减政策涉及金额纳入非经常 性损益进行了扣除。在 2024 年度决算审计过程中，将本项政策涉及金额列入经常性损 益，并在 2025 年延续此处理方式 ...

Core Points - The article outlines the rules and procedures for the board of directors of Aerospace Intelligent Manufacturing Technology Co., Ltd, aiming to enhance decision-making efficiency and governance [1][15]. Group 1: Board Authority - The board of directors is responsible for major operational decisions, including business plans, profit distribution, and significant acquisitions [1][4]. - The board must submit certain transactions exceeding specified thresholds to the shareholders' meeting for approval [2][3]. Group 2: Meeting Procedures - The board must hold at least four regular meetings annually, with special meetings called as needed [7][8]. - Meeting notifications must be sent to all directors at least ten days in advance for regular meetings and five days for special meetings [8][9]. Group 3: Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions and significant financial commitments [11][12]. - The board's resolutions must be documented and signed by attending directors, with records maintained for ten years [12][13]. Group 4: Roles and Responsibilities - The chairman of the board has the authority to convene meetings and oversee the execution of board decisions [6][10]. - The board secretary is responsible for managing information disclosure and coordinating communication between the company and stakeholders [5][6].

Core Viewpoint - The company has established a comprehensive set of regulations for the management of raised funds to ensure their effective use and compliance with relevant laws and regulations [1][2][3]. Fundraising Management - The company defines raised funds as those obtained through the issuance of stocks or other equity-like securities, excluding funds raised for equity incentive plans [1]. - The board of directors is responsible for thoroughly evaluating the feasibility of investment projects funded by raised funds, ensuring they have good market prospects and profitability [1][2]. - The company must ensure that funds are used in accordance with the commitments made in the prospectus and must not change the use of funds without proper approval [6][9]. Fund Storage - The company is required to open dedicated accounts at commercial banks for the storage of raised funds, ensuring that these accounts are used solely for the intended purposes [7][8]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank within one month of the funds being received [8][9]. Fund Usage - Raised funds should primarily be used for the company's main business and cannot be used for high-risk investments or financial investments [10][11]. - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [11][12]. - Any changes to the use of raised funds must be approved by the board of directors and, in some cases, the shareholders' meeting [25][26]. Monitoring and Reporting - The board of directors must continuously monitor the actual storage, management, and usage of raised funds, providing semi-annual and annual reports [30][31]. - Internal audits must be conducted at least biannually to ensure compliance with the regulations regarding raised funds [31][32]. - The company must disclose any significant deviations from the planned usage of funds and provide explanations for such discrepancies [30][32]. Conclusion - The regulations aim to enhance the efficiency and safety of raised fund usage, ensuring compliance with legal requirements and protecting the interests of investors [1][2][3].

Core Points - The article outlines the regulations and guidelines for independent directors at Aerospace Intelligent Manufacturing Technology Co., Ltd, emphasizing their roles, responsibilities, and qualifications [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are responsible for acting in the best interests of the company and all shareholders, ensuring transparency and accountability in decision-making [2][3]. - Independent directors must comprise at least one-third of the board, with specific requirements for financial expertise [2][3]. Group 2: Committees and Their Functions - The Audit Committee is responsible for reviewing financial information, supervising audits, and ensuring compliance with regulations [3][4]. - The Nomination Committee proposes candidates for directors and senior management, while the Compensation and Assessment Committee sets performance standards and compensation policies [4][5]. Group 3: Qualifications and Selection of Independent Directors - Independent directors must meet specific qualifications, including relevant experience and independence from the company and its major shareholders [5][6]. - The selection process involves nominations from shareholders and requires approval at the shareholders' meeting [12][15]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with ensuring that potential conflicts of interest are addressed and that decisions align with the company's overall interests [20][21]. - They have the authority to hire external consultants for audits and can call for special meetings if necessary [22][23]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and any issues encountered during their tenure [30][31]. - They are required to maintain confidentiality regarding company information and disclose any conflicts of interest [24][25]. Group 6: Compensation and Support - The company must provide adequate support and resources for independent directors to fulfill their responsibilities effectively [51][52]. - Compensation for independent directors should be approved by the shareholders and disclosed in the annual report [55]. Group 7: Implementation and Compliance - The guidelines become effective upon approval by the shareholders and replace any previous regulations [26]. - The board of directors is responsible for interpreting these guidelines and ensuring compliance [58].

General Information - Aerospace Intelligent Manufacturing Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company was registered in Baoding City and obtained its business license on April 2, 2015, with a registered capital of RMB 845,410,111 [2][3] - The company issued 15.4 million shares of common stock to the public on April 23, 2015, and is listed on the Shenzhen Stock Exchange [1][2] Company Structure - The company has a legal representative who is the chairman, and the legal representative's resignation is considered simultaneous with the resignation from the chairman position [2] - The company is responsible for civil activities conducted by the legal representative, and it can pursue compensation from the legal representative if damages occur due to their actions [2][3] Business Objectives and Scope - The company's business objectives include being rooted in aerospace, building a strong enterprise, and striving for excellence [4] - The business scope includes general equipment manufacturing, intelligent manufacturing equipment manufacturing and sales, new material technology research and development, and various manufacturing and sales activities related to plastics and electronic materials [4] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued at the time of establishment was 46 million shares, with a total of 194 founders [5] - The company has a total of 845,410,111 shares issued, all of which are common shares [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they are required to comply with laws and the company's articles of association [10][40] - 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 its entire assets [2][10] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [53][54] Financial Management and Capital Changes - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, and can reduce its registered capital following legal procedures [23][24] - The company is restricted from repurchasing its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [25][26] Audit and Compliance - The company has an audit committee that can propose legal actions against directors or senior management if they violate laws or the company's articles of association [14][19] - The company must disclose information regarding significant events and comply with regulatory requirements for transparency [12][19]

Core Points - The company establishes regulations to standardize related party transactions, ensuring that such transactions do not harm the interests of the company and non-related shareholders [1] - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - Related parties include controlling shareholders, actual controllers, directors, senior management, and entities they control [2][4] Group 1: Related Party Definition - Related relationships are defined as those between the company and its controlling shareholders, actual controllers, directors, and senior management, as well as entities they control [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must maintain a registry of related parties and their relationships, updated regularly [2] Group 2: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and guarantees [12] - Transactions must follow basic principles, including avoiding conflicts of interest during board and shareholder meetings [13][14] - Pricing for related party transactions should not deviate from market standards, and the company must disclose pricing criteria [6][13] Group 3: Decision-Making Procedures - Directors with related relationships must abstain from voting on related party transaction resolutions [19][20] - Related party transactions exceeding certain thresholds require approval from independent directors and must be disclosed [10][26] - The company can only provide guarantees for its wholly-owned or controlling subsidiaries, with specific conditions for related parties [27][28] Group 4: Information Disclosure - Related party transactions must be disclosed in accordance with the company's disclosure management regulations and relevant stock exchange rules [37] - The company is required to provide timely disclosures within two trading days upon triggering disclosure requirements [39]