第四届董事会提名委员会 关于增选的非独立董事候选人任职资格的审核意见 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》）、《上市公司独立董事管理办法》、《深圳 证券交易所创业板股票上市规则》以及《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》等法律法规、规章制度的有关规定，我们 作为江苏精研科技股份有限公司（以下简称"公司"）第四届董事会提名委员会成 员，对拟提交公司第四届董事会第八次会议审议的关于提名杨俊先生为公司第四 届董事会非独立董事候选人的事项进行了认真审阅，对杨俊先生的任职条件和任 职资格等相关材料进行了审查，并发表如下意见： 板上市公司规范运作》、《公司章程》规定的担任公司董事的资格和能力，符合 相关法律法规规定的任职资格等条件要求。 江苏精研科技股份有限公司 律处分的情形，不存在因涉嫌犯罪被司法机关立案侦查或者涉嫌违法违规被中国 证监会立案稽查的情形；未曾被中国证监会在证券期货市场违法失信信息公开查 询平台公示或者被人民法院纳入失信被执行人名单；不存在《公司法》、《公司 章程》中规定的不得担任公司董事的情形，不存在《深 ...

Group 1 - The core idea of the document is to establish an Audit Committee to enhance the decision-making function of the Board of Directors and ensure effective supervision of the management team [1][2] - The Audit Committee consists of three directors, with a majority being independent directors and at least one being a professional accountant [3][4] - The main responsibilities of the Audit Committee include supervising external and internal audits, reviewing financial information, and assessing internal controls [3][5] Group 2 - The Audit Committee is accountable to the Board of Directors and must submit proposals for review and decision [3][4] - The committee is required to review financial reports for accuracy and completeness, focusing on significant accounting and auditing issues [5][6] - The Audit Committee must ensure that the internal audit department conducts checks at least biannually and reports any violations or irregularities [6][7] Group 3 - The decision-making process of the Audit Committee involves preparing written materials for meetings and evaluating external audit performance [7][8] - Regular meetings are held quarterly, with provisions for special meetings as needed [8][9] - The committee's resolutions must be documented and reported to the Board of Directors [9][10] Group 4 - The Audit Committee must maintain confidentiality regarding the matters discussed in meetings and ensure proper documentation of meeting records [10][11] - The committee's operational guidelines are subject to national laws and regulations, and any conflicts with future laws will necessitate amendments [11]

Core Points - The document outlines the governance structure and operational guidelines for Jiangsu Jingyan Technology Co., Ltd, focusing on the role and responsibilities of independent directors [1][20] - It emphasizes the importance of independent directors in maintaining objectivity and protecting the interests of minority shareholders [2][3] Group 1: General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2][3] - The company is required to have three independent directors, making up at least one-third of the board, with at least one being a professional accountant [2][3] Group 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [6][8] - Certain individuals, such as those with significant shareholding or familial ties to major shareholders, are prohibited from serving as independent directors [3][4] Group 3: Nomination and Election of Independent Directors - The board and shareholders holding more than 1% of shares can propose candidates for independent directors, ensuring no conflicts of interest [6][7] - The election process must be transparent, with all relevant candidate information disclosed to shareholders [10][11] Group 4: Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants for audits and can propose meetings to address significant issues [18][19] Group 5: Performance and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [31][32] - They are required to maintain detailed records of their activities and decisions, which must be preserved for at least ten years [16][29] Group 6: Support and Resources for Independent Directors - The company must provide necessary resources and support to independent directors, ensuring they have access to relevant information and can effectively perform their duties [33][34] - Independent directors should be informed of company operations regularly and have the right to request additional information as needed [35][36]

Core Viewpoint - The document outlines the investor relations management framework for Jiangsu Jingyan Technology Co., Ltd., emphasizing the importance of effective communication between the company and its investors to enhance corporate governance and maximize shareholder value [1][2]. Group 1: Principles of Investor Relations Management - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [3][4]. - Compliance requires adherence to laws, regulations, and industry standards while ensuring fair treatment of all investors, especially minority shareholders [4][6]. - Proactive engagement with investors is essential for addressing their concerns and suggestions in a timely manner [3][4]. Group 2: Content and Methods of Communication - Key communication topics with investors include the company's development strategy, legal disclosures, operational management information, environmental, social, and governance (ESG) information, and shareholder rights [7][8]. - The company should utilize multiple channels for investor relations, including its official website, new media platforms, and direct communication methods such as meetings and presentations [8][9]. Group 3: Responsibilities and Organization - The board secretary is responsible for organizing and coordinating investor relations activities, while the securities department manages daily operations [15][16]. - The company must maintain comprehensive records of investor relations activities, including participant details and communication content, for at least three years [7][18]. Group 4: Investor Engagement Activities - The company is required to hold investor briefings and meetings to discuss performance, respond to inquiries, and gather feedback [22][23]. - Investor meetings should be accessible, with provisions for online participation and prior announcements regarding the event details [22][23]. Group 5: Handling Investor Queries and Feedback - The company must establish a system for addressing investor inquiries and complaints, ensuring timely responses and support for investor rights [5][6]. - All communications must be carefully reviewed to prevent the disclosure of undisclosed material information [14][16].

江苏精研科技股份有限公司 债券持有人应当配合公司董事会或受托管理人等会议召集人的相关工作， 积极参加债券持有人会议，审议会议议案，行使表决权，配合推动债券持有人 会议之生效决议的落实，依法维护自身合法权益。出席会议的债券持有人不得 利用出席会议获取的相关信息从事内幕交易、操纵市场、利益输送和证券欺诈 等违法违规活动，损害其他债券持有人的合法权益，若因出席会议的持有人违 反上述承诺并造成其他债券持有人损失的，应当承担相应的赔偿责任。 第四条 债券持有人会议根据法律法规及本规则的相关规定审议通过的决 议，对全体债券持有人均有同等效力和约束力。公司董事会或受托管理人依据 债券持有人会议生效决议行事的结果由全体债券持有人承担。法律法规另有规 定或者本规则另有约定的，从其规定或约定。 第五条 投资者认购、持有或受让本次可转债，均视为其同意本规则的所有 规定并接受本规则的约束。 第二章 债券持有人的权利和义务 第六条可转换公司债券持有人的权利： （一）依照其所持有的本次可转债数额享有约定利息； （二）根据《募集说明书》约定的条件将所持有的本次可转债转为公司A 股股票； 第一章 总则 第一条 为规范江苏精研科技股份有限公司 ...

General Principles - The company establishes a system for managing insider information to ensure confidentiality and protect shareholders' rights, in accordance with relevant laws and regulations [1][2] - The scope of this system includes the company, its departments, subsidiaries, and companies where it holds significant influence [1] Insider Information Management - The board of directors is responsible for managing insider information, with the board secretary overseeing the registration and disclosure of insider information [2] - The company's securities department is the sole entity responsible for information disclosure, and no individual or department may leak insider information without board approval [2][3] - All directors and senior management must maintain confidentiality regarding insider information and cooperate with the board secretary in registering insider information [2][3] Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [3][4] - The scope of insider information includes major changes in business strategy, significant asset transactions, important contracts, and other events that could affect the company's financial status [3][4][5] Insider Information Registrants - Insider information registrants include company directors, senior management, shareholders holding more than 5% of shares, and other individuals who may access insider information due to their roles [6][7] - The company must maintain a detailed record of insider information registrants, including their names, identification numbers, and the context in which they accessed the information [7][8] Disclosure and Reporting Obligations - The company must report insider information registrant details to the Shenzhen Stock Exchange for significant events such as major asset restructuring or stock issuance [10][11] - The company is required to maintain and update insider information registrant records and significant event progress memos for at least 10 years [12][13] Confidentiality and Penalties - Insider information registrants are prohibited from disclosing insider information or trading based on such information, with penalties for violations determined by the board of directors [15][16] - The company must take necessary measures to limit the number of individuals aware of insider information before its public disclosure [13][14]

Core Viewpoint - Jiangsu Jingyan Technology Co., Ltd. has identified and corrected prior accounting errors in its financial statements for the year 2023, ensuring compliance with relevant accounting standards and regulations [1][2]. Summary by Sections Audit Report - The audit report confirms that the company's special explanation for correcting prior accounting errors has been prepared in accordance with the relevant accounting standards and regulations, accurately reflecting the correction of prior accounting errors [1]. Reasons for Correction - The company discovered errors in the accounting treatment and financial statement disclosures in its 2023 financial report. To accurately reflect the operating results and related accounting items, the company approved retrospective adjustments for prior accounting errors during the board meeting on August 1, 2025 [1][2]. Specific Errors and Accounting Treatment - The company recognized a fair value change gain of CNY 23,623,588.66 related to the performance commitment compensation amount for Jiangsu Jingyan Zhixing System Co., Ltd. for the years 2021-2023, which was not achieved [2]. - According to the relevant accounting standards, the company adjusted the capital reserve, retained earnings, and surplus reserve to reflect the impact of the performance commitment compensation and tax effects [2][3]. Impact on Financial Statements - Adjustments made to the financial statements include: - Capital reserve increased from CNY 1,221,003,318.09 to CNY 1,244,626,906.75 [3]. - Surplus reserve decreased from CNY 100,922,158.93 to CNY 98,559,800.07 [3]. - Unallocated profits decreased from CNY 562,061,309.64 to CNY 540,800,079.84 [3]. - The adjustments did not affect the cash flow statements for the years 2023 and 2024 [5].

Core Viewpoint - Jiangsu Jingyan Technology Co., Ltd. plans to issue convertible bonds to unspecified investors, aiming to raise a total of up to RMB 577.89 million for investment in precision MIM components and assemblies for new consumer electronics and data servers [2][16]. Group 1: Issuance Overview - The type of securities to be issued is convertible bonds that can be converted into the company's A-shares, which will be listed on the Shenzhen Stock Exchange's Growth Enterprise Market [2]. - The bonds will have a face value of RMB 100 each and will be issued at face value [3]. - The term of the bonds will be six years from the date of issuance [3]. Group 2: Financial Details - The total amount to be raised from the issuance is capped at RMB 577.89 million, which includes the principal amount [2][16]. - The interest rate for the bonds will be determined by the board of directors based on national policies, market conditions, and the company's specific situation [3]. - The bonds will pay interest annually and will repay the principal in a lump sum at maturity [3][4]. Group 3: Conversion and Redemption Terms - The conversion period for the bonds will start six months after issuance and will last until the maturity date [5]. - The initial conversion price will not be lower than the average trading price of the company's stock over the 20 trading days prior to the announcement of the prospectus [5]. - The company reserves the right to redeem the bonds if the stock price exceeds 130% of the conversion price for at least 15 trading days within any 30-day period [10]. Group 4: Use of Proceeds - The proceeds from the bond issuance will be primarily used for the new consumer electronics and data server precision MIM components and assemblies production project, with a total investment of RMB 588.42 million [16]. - If the actual funds raised are less than the planned amount, the company will use its own funds or other financing methods to cover the shortfall [16]. Group 5: Financial Performance - The company has undergone audits for its financial reports for the years 2022, 2023, and 2024, receiving unqualified opinions from the auditing firm [17]. - As of March 31, 2025, the company reported total assets of RMB 331.86 million, with current assets amounting to RMB 193.20 million [19].

Core Points - The company has established an internal audit system to enhance its internal control and compliance with relevant laws and regulations [1][2] - The internal audit department operates independently and reports directly to the board of directors [4][6] - The internal audit scope includes financial audits, internal control audits, and special audits [3][5] Group 1: Internal Audit Structure - The internal audit department is led by a head and consists of two dedicated auditors [4] - The audit committee is responsible for evaluating the performance of the internal audit head [5] - Internal auditors must possess relevant professional knowledge and skills [2][3] Group 2: Responsibilities and Objectives - The primary objective of internal audits is to assess the effectiveness of internal controls and improve management practices [3][4] - The internal audit department is tasked with evaluating the legality, compliance, and accuracy of financial and economic data [3][4] - Internal auditors are required to report any significant issues directly to the audit committee [3][4] Group 3: Audit Procedures and Reporting - Internal audit procedures include planning, conducting audits, and reporting findings to the board or audit committee [6][7] - Audit reports must be submitted at least annually, detailing the effectiveness of internal controls and any identified deficiencies [3][5] - The audit department is authorized to request necessary documents and take action against obstructive behaviors [6][7]

（一）遵守国家法律、法规和《公司章程》的有关规定； （二）维护公司和全体股东的利益，争取效益的最大化； 江苏精研科技股份有限公司 第一章 总则 第一条 为了规范江苏精研科技股份有限公司（以下简称"公司"）的投资 管理，提高资金运作效率，保证资金运营的安全性、收益性，实现投资决策的科 学化和经营管理的规范化、制度化，依据《中华人民共和国公司法》、《中华人 民共和国证券法》、《深圳证券交易所创业板股票上市规则》（简称"《股票上 市规则》"）及《江苏精研科技股份有限公司章程》（以下简称"公司章程"）， 结合公司具体情况，特制定本制度。 第二条 本制度适用于公司及下属控股子公司的对外投资行为。 第三条 本制度所指的对外投资（简称为：投资）指将货币资金以及经资产 评估后的房屋、机器、设备、物资等实物，以及专利权、商标权、土地使用权等 无形资产作价出资，进行各种形式的投资活动。其中，短期投资是指各种能够随 时变现、持有时间不超过一年的有价证券以及不超过一年的其他投资；长期投资 是指短期投资以外的投资，即公司不准备随时变现、持有时间在一年以上的投资。 第四条 投资的目的：有效地利用闲置资金或其他资产，进行适度的资本扩 张， ...