Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, with a total amount not exceeding RMB 577.89 million, to support its operational and investment needs [2][16][20]. Board Meeting Details - The board meeting was held both in person and via communication, with all members present [1]. - The board approved the proposal for issuing convertible bonds, with a unanimous vote of 7 in favor [2][3]. Convertible Bond Issuance Plan - The type of securities to be issued is convertible bonds that can be converted into A-shares listed on the Shenzhen Stock Exchange [2]. - The total amount of funds to be raised through this issuance is capped at RMB 577.89 million [2][16]. - Each bond will have a face value of RMB 100 and will be issued at face value [3]. - The bonds will have a term of six years from the date of issuance [3]. - The interest rate will be determined based on market conditions and company specifics, with adjustments possible if bank deposit rates change [3][4]. Interest Payment and Redemption - Interest will be paid annually, with the principal repaid at maturity [4][5]. - The bondholders will have the option to convert their bonds into shares after a six-month period from issuance [5]. - The initial conversion price will be determined based on the average stock price prior to the announcement [5][6]. Rights and Obligations of Bondholders - Bondholders will have rights to interest payments, conversion into shares, and the ability to sell back the bonds under certain conditions [12][13]. - The company will not provide guarantees for the bonds [18]. Use of Proceeds - The proceeds from the bond issuance will be primarily used for the MIM components and assembly production project, with a total investment of RMB 588.42 million [17]. - If the actual funds raised are less than planned, the company will use its own funds to cover the shortfall [17]. Management of Funds - The raised funds will be managed in a dedicated account, with specific protocols established for their use [18]. Shareholder Rights - Existing shareholders will have priority in the bond issuance, with specific proportions to be determined [15][26]. Future Plans - The company aims to enhance its governance structure by increasing the board size from 7 to 9 members, including a non-independent director and a representative from employees [30][31].

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, with a total amount not exceeding RMB 577.89 million, to support its financial needs and investment projects [2][19][20]. Meeting and Approval - The supervisory board held a meeting to review the proposal for issuing convertible bonds, with all members voting in favor (3 votes for, 0 against, 0 abstentions) [1][2][3]. - The proposal will be submitted to the shareholders' meeting for further approval [1][19]. Bond Issuance Details - The type of securities to be issued is convertible bonds that can be converted into the company's A-shares [1][2]. - The total amount of funds raised from the bond issuance will not exceed RMB 577.89 million, including the principal [2][17]. - Each bond will have a face value of RMB 100 and will be issued at face value [2][3]. - The bonds will have a term of six years from the date of issuance [2][3]. Interest and Repayment - The interest on the bonds will be calculated annually, with the principal repaid in full at maturity [3][4]. - The interest rate will be determined by the board based on market conditions and company specifics prior to issuance [2][3]. Conversion and Pricing - The conversion period for the bonds will start six months after issuance and end on the maturity date [3][5]. - The initial conversion price will be set based on the average trading price of the company's shares prior to the announcement [5][6]. - There are provisions for adjusting the conversion price in case of stock dividends, capital increases, or other corporate actions [5][6][7]. Redemption and Buyback - The company has the right to redeem the bonds at face value plus accrued interest under certain conditions, such as if the stock price exceeds 130% of the conversion price for a specified period [9][10]. - Bondholders have the right to sell back their bonds to the company if the stock price falls below 70% of the conversion price during the last two interest years [10][11]. Fund Utilization - The raised funds will be allocated to specific projects, including the production of MIM components, with a total investment of RMB 588.42 million [17][18]. - The company will manage the funds in a dedicated account and may use its own funds for project implementation before the bond proceeds are available [17][18]. Governance and Compliance - The company will ensure compliance with relevant laws and regulations throughout the bond issuance process [19][20]. - The supervisory board has approved the necessary governance adjustments to facilitate the bond issuance [30][31].

Meeting Information - The company will hold its second extraordinary general meeting of shareholders on August 18, 2025, at 15:00 [1] - The meeting will be conducted through a combination of on-site voting and online voting [1][2] - The online voting will be available from 9:15 to 15:00 on the same day [1] Voting Procedures - Shareholders can attend the meeting in person or authorize a representative to attend [2] - Only one voting method (on-site or online) can be chosen by each shareholder [2] - Voting results will be based on the first vote cast in case of duplicate votes [2] Agenda Items - The meeting will discuss several proposals, including the issuance of convertible bonds to unspecified objects [3][4] - Other proposals include the feasibility analysis of the use of funds raised from the bond issuance and the dilution of immediate returns [4][5] - A three-year dividend return plan for shareholders from 2025 to 2027 will also be presented [5] Registration and Attendance - Shareholders must register for the meeting, with specific requirements for both corporate and individual shareholders [6][7] - Registration can be done via fax for remote shareholders, with a deadline of August 14, 2025 [6] Online Voting Process - Shareholders can participate in online voting through the Shenzhen Stock Exchange trading system and internet voting system [7][11] - Detailed procedures for online voting are provided in the attachments [10][11]

Group 1 - The company held the eighth meeting of the fourth board of directors on August 1, 2025, where it approved the proposal to revise and establish certain governance systems [1] - The revisions and establishment of governance systems aim to further standardize corporate governance and improve operational standards in accordance with the latest laws and regulations issued by the China Securities Regulatory Commission and Shenzhen Stock Exchange [1] - The board conducted a systematic review and revision of the governance systems based on self-assessment and the company's actual situation and operational development needs [1] Group 2 - The first to ninth governance systems' revisions need to be submitted for approval at the shareholders' meeting [1] - Detailed content of the revised systems is available on the company's official disclosure platform [2]

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027, focusing on sustainable and stable dividend policies to enhance shareholder value and promote long-term investment [1][2][3] Group 1: Dividend Distribution Principles - The company prioritizes cash dividends, with specific minimum cash dividend ratios based on its development stage and capital expenditure plans [1][2] - In a mature stage without significant capital expenditures, the minimum cash dividend ratio should be 80% of the profit distribution; if there are significant expenditures, it should be at least 40% [1][2] - For growth stages with significant capital expenditures, the minimum cash dividend ratio is set at 20% [1][2] Group 2: Factors Considered in Planning - The planning considers long-term sustainable development, shareholder expectations, cash flow, and external financing conditions [2][3] - The company aims to balance reasonable returns to shareholders with its long-term growth needs [2][3] Group 3: Specific Dividend Return Plan - The company will maintain a minimum cash distribution of 15% of the annual distributable profit, with the possibility of retaining undistributed profits for future distribution [4][5] - Cash dividends will be distributed at least once a year, with the option for mid-term cash dividends based on profitability and funding needs [4][5] Group 4: Decision-Making Mechanism - The board of directors must consider and incorporate feedback from shareholders, especially minority investors, when formulating dividend policies [5][6] - Any adjustments to the established dividend policy require a two-thirds majority approval from shareholders present at the meeting [5][6] Group 5: Disclosure of Dividend Policy - The company is required to disclose the cash dividend policy and its execution in the annual report, including compliance with regulations and the opportunity for minority shareholders to express their opinions [6]

Core Points - The document outlines the procedures for the resignation of directors and senior management at Jiangsu Jingyan Technology Co., Ltd, ensuring stability in corporate governance and protection of shareholder rights [1][2][3] Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, with disclosure required within two trading days [2][3] - The company must complete the election of new directors within sixty days of a resignation to maintain compliance with legal and regulatory requirements [2] - Senior management can also resign before their term ends, with similar procedures for resignation and disclosure [2][3] Group 2: Conditions for Holding Office - Certain conditions disqualify individuals from serving as directors or senior management, including legal prohibitions and market entry bans imposed by regulatory authorities [2][3] - If a director or senior management member is found to be unfit for their role during their tenure, they must cease their duties immediately [3] Group 3: Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation [4] - If there are unresolved commitments, the company can require a written plan for fulfillment from the departing personnel [4][5] - The obligations of loyalty and confidentiality continue for two years post-termination, and any breaches during their tenure can lead to liability for damages [5][6] Group 4: Accountability Mechanisms - The board of directors is responsible for pursuing accountability if a departing director or senior management member violates commitments or harms the company's interests [6] - Individuals can appeal the board's accountability decisions within fifteen days, but this does not prevent the company from taking protective measures [6] Group 5: General Provisions - The document is governed by relevant national laws and regulations, and any inconsistencies with these laws will defer to the legal provisions [7] - The board of directors is responsible for interpreting the document, which takes effect upon approval [7]

Core Points - The company, Jiangsu Jingyan Technology Co., Ltd., has confirmed that it has not been subject to any regulatory measures or penalties from securities regulatory authorities or the Shenzhen Stock Exchange in the past five years [1][2] - The company has adhered to various laws and regulations, including the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China, ensuring compliance and governance [1] - The self-examination was conducted in light of the company's plan to issue convertible bonds to unspecified investors, aiming to protect investor rights and interests [1]

根据《公司法》等相关法律法规、规范性文件的规定，为进一步完善公司治 理结构，提高董事会决策的科学性、有效性，结合公司实际情况，公司拟将董事 会成员由 7 名增至 9 名，增加的两名董事为一名非独立董事、一名职工代表董事 （由公司职工代表大会选举产生），独立董事人数保持 3 名不变，符合《上市公 司独立董事管理办法》中独立董事占董事会成员的比例的要求。 证券代码：300709 证券简称：精研科技 公告编号：2025-046 江苏精研科技股份有限公司 关于增加董事会席位、修订《公司章程》 并授权办理工商变更（备案）登记事项的公告 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。 江苏精研科技股份有限公司（以下简称"公司"）于 2025 年 8 月 1 日召开 第四届董事会第八次会议，审议通过了《关于增加董事会席位、修订 <公司章程> 并授权办理工商变更（备案）登记事项的议案》，现就有关事项公告如下： 一、增加董事会席位 二、《江苏精研科技股份有限公司章程》修订情况 根据《公司法》、《证券法》、《上市公司章程指引》、《深圳证券交易所 创业板股票上市规则》、《深圳证券交 ...

Fundraising Plan - The company plans to raise a total of RMB 577.89 million through the issuance of convertible bonds, with the net proceeds intended for specific projects [1][3] - The primary project funded by this issuance is the production of precision MIM components for new consumer electronics and data servers, with a total investment of RMB 588.42 million [3][4] Project Details - The precision MIM component production project aims to enhance production capacity and meet the growing demand in the consumer electronics and data server sectors, particularly for products like foldable smartphones and wearable devices [4][5] - The project will utilize existing facilities and introduce advanced automated production and testing equipment to improve production capabilities [6][7] Market Opportunities - The consumer electronics and data server markets are experiencing rapid growth, creating significant opportunities for MIM companies, with a projected annual growth rate of 6.86% from 2024 to 2028 in the global MIM market [4][5] - The shift from plastic to metal components in data servers increases the demand for high-strength, precision MIM parts, further driving market opportunities [4][5] Financial Projections - The internal rate of return for the project is estimated at 16.20%, with a payback period of approximately 6.04 years, indicating favorable economic benefits [12] - The company anticipates that the successful implementation of these projects will enhance its profitability and market competitiveness [28] Organizational and Technical Support - The company has established a robust research and development platform, with a focus on continuous innovation in MIM technology, which supports the project’s implementation [10][11] - The company has a strong customer base and established relationships with leading brands in the consumer electronics sector, providing a solid foundation for capacity utilization [10][18] Strategic Importance - The fundraising and subsequent projects align with national industrial policies and the company's strategic development direction, aiming to optimize product structure and enhance financial strength [28] - The projects are expected to solidify the company's leading position in the industry and support sustainable development [28]

Overview - Jiangsu Jingyan Technology Co., Ltd. plans to establish a joint venture named Jiangsu Jingyan Heat Treatment Co., Ltd. to enhance its comprehensive production capabilities and meet long-term strategic development needs [1][2]. Investment and Shareholding Structure - The registered capital of the joint venture is 30 million RMB, with Jiangsu Jingyan contributing 19.8 million RMB (66%), Ningbo Mingyan contributing 1.2 million RMB (4%), and other investors contributing the remaining amounts [2]. - The joint venture will be consolidated into the company's financial statements as a subsidiary [2]. Related Party Transactions - The transaction is classified as a related party transaction due to the involvement of individuals who hold positions within the company and their familial relationships with the controlling shareholders [2][3]. Approval Process - The board of directors and the supervisory board approved the investment on August 1, 2025, with related directors abstaining from voting [3]. - The transaction does not constitute a major asset restructuring and does not require approval from regulatory authorities [3]. Purpose of the Joint Venture - The establishment of the joint venture aims to meet the heat treatment needs of the company's Metal Injection Molding (MIM) products, enhancing product performance and reducing reliance on external processing [12][13]. - The investment aligns with market demands for in-house processing capabilities, ensuring quality control and reducing supply chain uncertainties [13]. Financial and Operational Impact - The investment is expected to optimize the company's MIM industry layout, enhancing overall strength and core competitiveness, contributing to sustainable long-term development [14]. - The funding for the investment comes from the company's own resources, ensuring that normal business operations are not adversely affected [14]. Independent and Supervisory Board Opinions - The independent directors and the supervisory board have reviewed the investment proposal and agree that it is beneficial for the company's long-term development, adhering to fair and equitable principles [15][16].