证券代码：300604 证券简称：长川科技 公告编号：2025-037 杭州长川科技股份有限公司 关于召开 2025 年第一次临时股东大会的通知 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、召开会议的基本情况 事会。公司第四届董事会第十次会议决定于 2025 年 7 月 10 日召开 2025 年第一 次临时股东大会。 《深圳 证券交易所创业板股票上市规则》等有关法律、行政法规、部门规章、规范性文 件及《公司章程》的规定。 （1）现场会议时间：2025 年 7 月 10 日（星期四）下午 14:00； （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为 易所互联网投票系统进行投票的具体时间为 2025 年 7 月 10 日 9:15-15:00 期间 的任意时间。 方式。 （1）现场投票：股东本人出席现场会议或者通过委托书（见附件）委托他 人出席现场会议。 （2）网络投票：本次股东大会将通过深圳证券交易所交易系统和互联网投 票系统（http://wltp.cninfo.com.cn）向全体股东提供网络形式的投票平台， 公司股东可以在网络投票时 ...

Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution policy to actively reward shareholders and promote long-term and rational investment concepts, in accordance with relevant regulations and its actual situation [1][6]. Group 1: Profit Distribution Policy - The company will propose profit distribution plans based on annual operating performance and future business plans, which will be approved by the shareholders' meeting [2]. - Profit distribution can be in the form of cash, stock, or a combination of both, with a preference for cash dividends when conditions are met [2][3]. - The company aims to distribute at least 20% of the annual distributable profit in cash, or at least 60% of the average annual distributable profit over any three consecutive years [2][4]. Group 2: Conditions and Procedures - Major capital expenditures are defined as investments or asset acquisitions exceeding 10% of the latest audited net assets or 50 million yuan [3]. - The board of directors will consider industry characteristics, development stages, and major capital expenditure plans when proposing differentiated cash dividend policies [4]. - The decision-making process for profit distribution involves the board's proposal, majority approval from directors, and subsequent approval from the shareholders' meeting [4][5]. Group 3: Shareholder Return Planning - The company will develop a shareholder return plan at least every three years, considering long-term sustainable development and various external factors [6]. - Adjustments to the shareholder return plan require detailed discussion and must be approved by a two-thirds majority of the shareholders present at the meeting [6][7]. - The company will ensure that the planning process includes input from independent directors and minority shareholders [6].

Core Viewpoint - The company plans to raise funds through a private placement of shares to enhance its core competitiveness and support the development of semiconductor equipment, with a total fundraising target of up to 313,203.05 million RMB [1][2]. Fundraising Plan - The company intends to issue no more than 188,648,115 shares, raising funds primarily for a "semiconductor equipment R&D project" and to supplement working capital [1][2]. - The total investment for the semiconductor equipment R&D project is estimated at 383,958.72 million RMB, with 219,243.05 million RMB expected to come from the raised funds [12]. Background and Purpose of Fundraising - The integrated circuit industry is a strategic and foundational sector for national security and economic development, with significant growth potential driven by domestic and international market demands [2][3]. - National policies strongly support the development of the integrated circuit industry, recognizing it as a key area for enhancing national strategic technological capabilities [3][4]. Market Trends and Opportunities - The semiconductor equipment market is expected to grow significantly, with global semiconductor sales projected to reach 626 billion USD in 2024, a year-on-year increase of 18% [4][11]. - The demand for semiconductor equipment is driven by advancements in AI, automotive electronics, and 5G technologies, which are expanding the market for chips and related equipment [4][11]. Company’s Competitive Position - The company has established a strong technical foundation in integrated circuit testing equipment, with over 50% of its workforce dedicated to R&D [9]. - The company has developed core technologies in testing machines and AOI equipment, positioning itself to meet the growing demand for domestic semiconductor equipment [9][10]. Investment Project Details - The semiconductor equipment R&D project aims to develop testing machines and AOI equipment, enhancing the company's product line and meeting diverse market needs [8][10]. - The project is supported by favorable national policies and the company's existing technical capabilities, ensuring its feasibility and alignment with industry trends [9][10]. Financial Impact - The fundraising will improve the company's financial structure, reduce debt risk, and support ongoing business expansion and R&D efforts [12][13]. - While there may be short-term dilution of earnings per share due to increased share capital, the long-term benefits from the investment projects are expected to enhance overall profitability [14].

Core Viewpoint - The company has not faced any penalties from regulatory authorities in the last five years and has taken corrective measures in response to previous regulatory communications [1][5]. Group 1: Regulatory Actions - In the last five years, the company received one inquiry letter from the Shenzhen Stock Exchange and one warning letter from the Zhejiang Securities Regulatory Bureau [2][3]. - The inquiry letter required the company to clarify the basis and rationale for its 2020 profit distribution plan, assess potential risks related to stock price manipulation, and ensure compliance with information disclosure obligations [2]. - The warning letter highlighted issues such as premature revenue recognition in 2022, improper management of raised funds, and inadequate internal controls over sales [3][4]. Group 2: Corrective Measures - The company took the issues raised in the warning letter seriously and implemented corrective actions, submitting a written report to the Zhejiang Securities Regulatory Bureau [5]. - The company has ensured that there were no penalties imposed by the regulatory authorities for the matters addressed in the warning letter [5].

Fundraising Overview - The company raised a total of RMB 364.71 million through a private placement in 2021, with a net amount of RMB 362.46 million after deducting various fees [1][6][18] - In 2023, the company issued 8,415,450 shares at RMB 32.88 per share, raising RMB 276.70 million, with a net amount of RMB 266.45 million after fees [4][6][18] Fund Allocation and Usage - As of March 31, 2025, the company had RMB 362.06 million in its fundraising account, with RMB 19.34 million allocated for temporary working capital [2][3][5] - The company has used RMB 102.44 million for working capital and has a remaining balance of RMB 17.32 million from the 2021 fundraising [14][18] Project Updates - The probe station R&D and industrialization project has been delayed, with the expected completion date extended to December 31, 2025, and the budget reduced to RMB 210.27 million [8][9][10] - The company has decided to redirect RMB 50 million from the probe station project to the high-end smart manufacturing base project, which aims to enhance production capacity [8][9][10] Financial Performance - The probe station project has reported a cumulative loss of RMB 7.10 million as of March 31, 2025, falling short of the expected profit of RMB 44.68 million [14][19] - The company has not made any performance commitments for the acquisition of Changyi Technology, which is now fully owned [16][19] Idle Funds Management - The company has utilized idle funds for temporary working capital, with a total of RMB 69.92 million used as of March 31, 2025, and all funds returned to the special account within the stipulated time [18][19]

Core Viewpoint - The company plans to issue shares to specific investors, which may dilute immediate returns, and has outlined measures to compensate for this dilution while ensuring the protection of minority investors' rights [1][4]. Financial Impact Analysis - The company estimates that the total share capital will increase from 62,514.47 million shares to 81,379.28 million shares post-issuance, with a maximum of 188,648,115 shares to be issued [2][3]. - The total amount of funds raised is projected to be 313,203.05 million yuan [2]. - The company has provided three scenarios for net profit growth in 2025 compared to 2024: no growth, a 15% increase, and a 30% increase, affecting earnings per share and return on equity [3]. Use of Proceeds - The funds raised will be allocated to a semiconductor equipment R&D project and to supplement working capital, which aligns with the company's core business and long-term strategic goals [5][6]. - The semiconductor equipment R&D project aims to enhance product technology depth and support domestic demand, contributing to market share growth and improved financial performance [5]. Measures to Mitigate Dilution - The company has established a management framework for the use of raised funds, ensuring compliance with relevant laws and regulations to enhance fund utilization efficiency [6][7]. - A commitment to maintain shareholder rights and improve governance structures has been made, ensuring that the board acts in the best interests of all shareholders [7][8]. Commitments from Management - The board of directors and senior management have pledged to uphold their responsibilities and ensure the effective implementation of measures to mitigate the impact of share dilution on immediate returns [8][9]. - The controlling shareholders have also committed to maintaining the company's independence and not interfering with its management, ensuring that the interests of minority shareholders are protected [9].

Core Viewpoint - Changchuan Technology plans to issue A-shares to specific investors, which may significantly reduce the shareholding ratio of its actual controllers, Zhao Yi and Xu Xin, from 28.48% to 18.10% after the issuance and share transfer [1][9]. Group 1: Fundraising and Investment Plans - The company intends to invest approximately 22 billion yuan in semiconductor equipment research and development, with a total project investment of about 38 billion yuan [2][4]. - The funds will be used to purchase R&D equipment, hire relevant personnel, and develop testing machines and automatic optical inspection (AOI) devices [4]. - An additional 9.4 billion yuan will be allocated to supplement working capital, addressing the increasing financial needs in talent, management, technology, and R&D as the business scales [5]. Group 2: Shareholding Structure and Control - Zhao Yi holds 22.51% of the shares, while Xu Xin controls 5.97% through a partnership, totaling 28.48% before the share transfer [6]. - Following the transfer of approximately 31.16 million shares to a private fund, their combined control will decrease to 23.53%, and potentially to 18.10% after the new share issuance [7][9]. - Despite the reduction in shareholding percentage, Zhao Yi and Xu Xin will remain the actual controllers of the company [11].

Group 1 - The company, Changchuan Technology, announced a plan to issue shares to specific investors to raise a total of 3.132 billion yuan [1] - The raised funds will be allocated for the "semiconductor equipment R&D project" and to supplement working capital [1]

向特定对象发行股票预案的披露事项不代表审批机关对本次向特定对象发 行股票相关事项的实质性判断、确认或批准，预案所述本次向特定对象发行股票 相关事项的生效和完成尚需公司股东大会审议通过及有关监管机构的审批，存在 一定的不确定性。敬请广大投资者注意投资风险。 杭州长川科技股份有限公司 证券代码：300604 证券简称：长川科技 公告编号：2025-038 董 事 会 2025年6月25日 杭州长川科技股份有限公司 关于向特定对象发行股票预案披露的提示性公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 杭州长川科技股份有限公司（以下简称"公司"）于 2025 年 6 月 24 日召开 第四届董事会第十次会议、第四届监事会第十次会议，审议通过了关于公司向特 定对象发行股票的相关议案。公司于 2025 年 6 月 25 日在中国证监会指定的创业 板信息披露网站巨潮资讯网（http://www.cninfo.com.cn）上披露了《2025 年度向 特定对象发行 A 股股票预案》及相关文件，敬请投资者注意查阅。 ...

证券代码：300604 证券简称：长川科技 杭州长川科技股份有限公司 Hangzhou Changchuan Technology Co.,Ltd （注册地址：浙江省杭州市滨江区聚才路 410 号） 2025 年度向特定对象发行 A 股股票预案 2025 年 6 月 杭州长川科技股份有限公司 向特定对象发行股票预案 公司声明 公司及董事会全体成员保证本预案内容真实、准确、完整，并确认不存在虚 假记载、误导性陈述或重大遗漏，并对其内容的真实性、准确性、完整性和及时 性承担个别和连带的法律责任。 本预案按照《中华人民共和国证券法》《上市公司证券发行注册管理办法》 等规定编制。 本次向特定对象发行股票完成后，公司经营与收益的变化，由公司自行负责； 因本次向特定对象发行股票引致的投资风险，由投资者自行负责。 本预案是公司董事会对本次向特定对象发行股票事项的说明，任何与之相反 的声明均属不实陈述。 投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或其他 专业顾问。 本预案所述事项并不代表审批机关对于本次向特定对象发行股票相关事项 的实质性判断、确认、批准或注册。本预案所述本次向特定对象发行股票相关事 项的生 ...