证券代码：300709 证券简称：精研科技 公告编号：2025-045 江苏精研科技股份有限公司 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《关于提名杨俊先生为第四届董事会非独 立董事候选人的议案》，现就有关事项公告如下： 为进一步完善公司治理结构，公司拟修订《江苏精研科技股份有限公司章程》 （以下简称"《公司章程》"），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。 经公司第四届董事会提名委员会资格审核，第四届董事会第八次会议审议， 同意提名杨俊先生为第四届董事会非独立董事，与公司原董事会成员共同组成第 四届董事会。根据《公司法》、《公司章程》的规定，新增的董事候选人尚需提 交公司股东会审议，且新增的董事候选人提名通过需以本次股东会中《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》 的通过为前提。 ...

Core Points - The company has established a system to enhance the quality and transparency of information disclosure, ensuring accountability for those responsible for disclosures [1][2] - The system applies to various stakeholders, including major shareholders, directors, and senior management, in cases of significant economic loss or adverse social impact due to improper disclosure [1][2] - The company emphasizes strict adherence to accounting standards and internal controls to ensure accurate financial reporting [2][3] Group 1: Information Disclosure Responsibilities - The company will hold individuals accountable for significant errors in periodic reports, including financial statements and performance forecasts [2][3] - Major errors in financial reporting are defined, including substantial accounting mistakes and discrepancies in performance forecasts [5][6] - The company will follow principles of objectivity and fairness in pursuing accountability for disclosure errors [3][4] Group 2: Reporting Procedures - The securities department is responsible for organizing the preparation and disclosure of periodic reports, ensuring accuracy and timeliness [4][5] - Financial departments must ensure the authenticity and completeness of financial data included in reports [4][5] - Internal communication of report data will generally be electronic, with specific requirements for paper submissions [4][5] Group 3: Error Recognition and Correction - Standards for recognizing significant accounting errors are established, focusing on their impact on financial statement users [5][6] - The company must engage qualified accounting firms to audit any corrections to previously published financial reports [6][7] - Procedures for correcting significant errors in periodic reports are outlined, ensuring compliance with regulatory guidelines [6][7] Group 4: Accountability and Penalties - The company will pursue accountability for significant disclosure errors, distinguishing between direct and leadership responsibilities [8][9] - Various forms of penalties may be applied to responsible individuals, including economic sanctions and disciplinary actions [9][10] - The company will consider mitigating factors when determining penalties for disclosure errors [10][11]

Core Viewpoint - Jiangsu Jingyan Technology Co., Ltd. is issuing convertible bonds to unspecified objects, analyzing the impact on immediate returns and proposing measures to mitigate potential dilution of returns [1][2][3] Group 1: Impact Analysis of Convertible Bond Issuance - The issuance of convertible bonds is expected to dilute immediate returns, with two scenarios considered: full conversion (100% conversion rate) and no conversion (0% conversion rate) [2][3] - If all bonds are converted, the total share capital will increase to 19,927.96 million shares, with a projected net profit of 10,098.19 million yuan for 2025 [2][3] - Three profit growth scenarios are analyzed: no growth, 10% growth, and 20% growth compared to the previous year, affecting earnings per share (EPS) and diluted EPS [3][5] Group 2: Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development capabilities, including precision MIM components for new consumer electronics and data servers [6][9] - The company is a leading player in the MIM industry, with a diversified product portfolio across various sectors, including consumer electronics and automotive [6][9] Group 3: Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the management of raised funds to ensure effective use and prevent risks associated with fund usage [10][11] - Accelerating the investment progress of the projects funded by the issuance to enhance efficiency and achieve expected benefits sooner [10][11] - Improving operational management and internal controls to boost profitability and reduce financial expenses [11] Group 4: Commitment from Relevant Parties - The company's board and senior management have committed to ensuring the effectiveness of measures to mitigate the dilution of immediate returns [12][13] - The controlling shareholders and actual controllers have also made commitments to uphold the measures related to the issuance of convertible bonds [12][13]

Core Points - The document outlines the management regulations for the shares held by the board members and senior management of Jiangsu Jingyan Technology Co., Ltd. [1][2] - It emphasizes compliance with relevant laws and regulations regarding insider trading and market manipulation [1][3] - The document specifies the conditions under which board members and senior management can transfer their shares [2][3] Share Transfer Management - Board members and senior management are prohibited from transferring shares within one year of the company's stock listing [2] - They cannot sell shares for six months after leaving their positions [2] - Specific conditions are outlined for when shares cannot be transferred, including investigations by regulatory bodies [2][3] Trading Restrictions - Board members and senior management are restricted from trading company shares during specific periods, such as 15 days before annual and semi-annual reports [3] - They must refrain from trading during significant events that could impact share prices until the information is disclosed [3] Transfer Limits - The maximum amount of shares that can be transferred annually is capped at a certain percentage of their total holdings [5] - New shares acquired within a year have specific transfer limits based on their conditions [10] Information Disclosure - Board members and senior management must report their share transactions to the Shenzhen Stock Exchange within specified timeframes [10][11] - They are required to disclose their trading plans and any changes in their shareholdings promptly [10][11] Compliance and Accountability - The company is responsible for ensuring that all disclosures are accurate and timely, and it must manage the information related to shareholdings [8][10] - Violations of trading regulations by board members and senior management must be reported, including the measures taken by the company [12][13]

Core Points - The document outlines the regulations and procedures for related party transactions of Jiangsu Jingyan Technology Co., Ltd, ensuring fairness and transparency in such transactions [1][2][3] Group 1: General Principles - The company must ensure that related party transactions do not harm the interests of the company and non-related shareholders [1] - The board of directors, through the audit committee, is responsible for the control and daily management of related party transactions [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [4][5] - A legal entity is considered related if it directly or indirectly controls the company or holds more than 5% of its shares [4] - Natural persons are considered related if they hold more than 5% of shares, are directors or senior management, or are closely related family members of such individuals [6] Group 3: Reporting and Disclosure - Company directors and significant shareholders must promptly inform the company of any related relationships [9] - The company is required to maintain and update a list of related parties, ensuring its accuracy and completeness [10] - Related party transactions exceeding certain thresholds must be disclosed and approved by the board of directors [14][15] Group 4: Decision-Making Procedures - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan require board approval [14][15] - Major related transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted for shareholder approval [16] Group 5: Pricing and Fairness - Related party transactions must be conducted at fair market prices, with specific pricing methods outlined [27][29] - If no comparable market prices exist, reasonable costs plus profit margins can be used as a basis for pricing [29][30] Group 6: Special Provisions - Certain transactions may be exempt from the usual approval and disclosure requirements, such as public tenders or transactions with government-set prices [46][47] - The company must re-evaluate and disclose any significant changes to existing related party agreements [43][44]

江苏精研科技股份有限公司 第一章 总则 第一条 为规范董事会的决策行为和运作程序，保证公司决策行为的民主化、 科学化，建立适应现代市场经济规律和要求的公司治理机制，完善公司的法人治 理结构，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》"）、《上市公司治理准则》和《深 圳证券交易所创业板股票上市规则》等有关法律、法规、规范性文件和《江苏精 研科技股份有限公司章程》（以下简称"《公司章程》"）的有关规定，制订本 规则。 本规则所涉及到的术语和未载明的事项均以《公司章程》为准，不以公司的 其他规章作为解释和引用的条款。 第二条董事会是公司经营管理的决策机构，维护公司和全体股东的利益，在 公司章程和股东会的授权范围内，负责公司发展目标和重大经营活动的决策，对 股东会和全体股东负责。 第二章 董事 第三条 董事由出席股东会的股东（包括股东代理人）所持表决权过半数选 举产生或更换。 首届董事会董事候选人应分别由各发起人推荐，以提案的方式提交股东会决 议。 董事会换届时，下一届董事会董事候选人名单由上一届董事会按照公司章程 的规定以提案方式提交股东会决议。 第四条 ...

第五条 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规，践行可持续发展理念，履行社会责任，原则上应当用于主 营业务，有利于增强公司竞争能力和创新能力。中国证监会对上市公司发行股份、 可转换公司债券购买资产并募集配套资金用途另有规定的，从其规定。 第六条 募集资金只能用于公司对外公布的募集资金投向的项目，董事会应 制定详细的资金使用计划，做到资金使用的规范、公开和透明。 江苏精研科技股份有限公司 第一章 总则 第一条 为完善江苏精研科技股份有限公司（以下简称"公司"）治理，规范 公司对募集资金的使用和管理，提高募集资金的使用效率和效益，维护公司、股 东、债权人及全体员工的合法权益，特制定本制度。 第二条 本制度制定依据：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"）、《上市公司募集 资金监管规则》、《深圳证券交易所创业板股票上市规则》、《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》（以下简称"创业 板规范指引"）等法律、行政法规、规范性文件及《江苏精研科技股份有限公司 章程》（以下简称"公司章程 ...

Core Viewpoint - The article outlines the external guarantee management system of Jiangsu Jingyan Technology Co., Ltd., emphasizing the need for strict control and risk management in external guarantees to protect the company's assets and prevent financial risks [1][2]. Group 1: External Guarantee Definition and Principles - External guarantees refer to the company's provision of guarantees for debts owed by third parties, which may include forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing external guarantees, ensuring strict control over guarantee risks [2]. Group 2: Approval Authority for External Guarantees - Any external guarantee must be approved by two-thirds of the board members present at the meeting [7]. - Certain guarantees, such as those exceeding 10% of the company's latest audited net assets or involving high debt ratios, require shareholder meeting approval [8]. Group 3: Guarantee Application and Evaluation Process - The company’s financial department is responsible for conducting a thorough credit assessment of the party requesting the guarantee, which may involve hiring external legal or financial advisors [12]. - The board must investigate the financial status and operational conditions of the guaranteed party before making a decision [15]. Group 4: Information Disclosure Requirements - The company is obligated to disclose information regarding external guarantees in accordance with legal regulations and stock exchange rules, including details of the board or shareholder resolutions [20]. - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [22]. Group 5: Risk Management of External Guarantees - The company must monitor the financial and operational status of the guaranteed party throughout the guarantee period, taking proactive measures if any financial deterioration is detected [24]. - In the event of bankruptcy proceedings, the company must ensure its rights as a creditor are protected by participating in the distribution of bankruptcy assets [25]. Group 6: Implementation and Amendments - The external guarantee management system becomes effective upon approval by the shareholder meeting and must align with relevant laws and regulations [26]. - The board of directors is responsible for interpreting the system and proposing amendments as necessary [27].

Group 1 - The establishment of the Remuneration and Assessment Committee aims to improve the governance structure of the company and is based on various laws and regulations [1][9] - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing their remuneration policies and plans [1][3] - The committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [2][4] Group 2 - The committee's main responsibilities include researching assessment standards, conducting evaluations, and proposing remuneration policies for directors and senior management [3][9] - The remuneration plans proposed by the committee must be approved by the board and submitted for shareholder approval before implementation [3][11] - The committee can conduct necessary investigations into the performance and obligations of directors and senior management, with cooperation from relevant departments [3][12] Group 3 - Meetings of the committee are held as needed, with a requirement for two-thirds of members to be present for decisions to be made [5][14] - Voting can be conducted in person or by proxy, and members must declare their voting intentions [6][15] - The committee must maintain confidentiality regarding meeting discussions and decisions [8][26] Group 4 - The implementation of this system begins upon approval by the board of directors [9][27] - Any matters not covered by this system will follow national laws and regulations [9][28] - The board of directors is responsible for interpreting and amending this system [10][29]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [3][4] - The registered capital of the company is RMB 186,076,681.81 [4] - The company was approved by the China Securities Regulatory Commission to issue 22 million shares to the public and was listed on the Shenzhen Stock Exchange on October 19, 2017 [3][4] Business Objectives and Scope - The company's business philosophy is to adhere to the core values of "intelligence, innovation, and progress," aiming to provide excellent products and services to customers and create a harmonious working environment for employees [5][6] - The registered business scope includes the development, manufacturing, and sales of electronic and electrical products, automotive parts, and various other components [6] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1.00 [7][8] - The total number of shares issued by the company is 186,076,681.81, all of which are ordinary shares [8][9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [13][14] - Shareholders are required to comply with laws and regulations and are liable for the company's debts only to the extent of their subscribed shares [5][12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [53][54] - Shareholder proposals must be submitted in writing and are subject to approval by the board of directors [64][65] Related Party Transactions - Transactions with related parties exceeding RMB 30 million or 5% of the company's latest audited net assets must be submitted for shareholder approval [48][49] - The company must disclose any guarantees provided to related parties and ensure that related shareholders abstain from voting on such matters [21][48]