Core Viewpoint - The report provides an overview of the usage of previously raised funds by Yinchuan Weili Transmission Technology Co., Ltd. as of March 31, 2025, confirming compliance with regulatory guidelines and detailing the financial activities related to the funds raised through the company's public offering [1][2][3]. Fundraising and Storage - The company raised a total of RMB 640.78 million by issuing 18.096 million shares at RMB 35.41 per share, with net proceeds amounting to RMB 582.72 million after deducting underwriting and other fees [3][4]. - As of March 31, 2025, the funds were stored in various bank accounts, with a total of RMB 582.72 million available [6][8]. Fund Usage - The total amount of funds used was RMB 479.62 million, with no changes in the intended use of the funds reported [6][8]. - The actual investment in the precision wind power reducer production project was RMB 479.62 million, which was lower than the committed investment of RMB 555.04 million, resulting in a shortfall of RMB 75.41 million [7][8]. Project Performance - The precision wind power reducer production project has not met its expected returns, with cumulative returns falling below the promised level by over 20%, attributed to market conditions and longer delivery cycles [7][8]. - The company has not utilized any idle funds, and all surplus funds have been redirected to enhance working capital for core business operations [8][9]. Conclusion - The report concludes that the management's report on the usage of previously raised funds accurately reflects the company's financial activities and complies with the relevant regulatory requirements [2][3].

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to enhance shareholder return awareness and ensure the stability and continuity of its dividend distribution policy [1][2]. Group 1: Factors Considered in the Plan - The plan considers factors such as development planning, operational plans, shareholder returns, social capital costs, and external financing environments [1]. - The company's cash flow status, funding needs, and bank credit conditions are also taken into account [1]. Group 2: Principles of the Plan - The plan must comply with relevant laws and regulations, emphasizing reasonable returns to shareholders while ensuring the company's sustainable development [1][2]. - Cash dividends are prioritized, and profit distribution must not exceed the cumulative distributable profit, ensuring the company's ongoing operational capability [1][2]. Group 3: Specific Dividend Return Plan - The company will distribute dividends in cash, stock, or a combination of both, with the possibility of mid-term profit distribution under certain conditions [2]. - Cash dividends will be implemented if the remaining after-tax profit is positive and cash flow is sufficient, without affecting the company's ongoing operations [2]. - The company will determine distributable profits based on the parent company's financial statements, using the lower of the consolidated or parent company distributable profits to calculate the dividend ratio [2]. Group 4: Dividend Distribution Frequency - The company plans to conduct cash dividends once a year after the annual shareholders' meeting, with the possibility of proposing mid-term cash dividends based on profitability and funding needs [4]. Group 5: Decision-Making Process and Mechanism - The company will review the shareholder dividend return plan at least every three years, considering production, investment plans, and long-term development goals, along with opinions from shareholders, independent directors, and the audit committee [4]. - The profit distribution proposal must be approved by more than half of the board members and will be submitted to the shareholders' meeting for approval [4]. Group 6: Policy Adjustments - In cases of force majeure such as war or natural disasters, the company may adjust its profit distribution policy based on actual circumstances, ensuring shareholder rights are protected [4][5]. - Any changes to the profit distribution policy must be proposed by the board and approved by a special resolution at the shareholders' meeting [5]. Group 7: Other Matters - Any matters not covered in the plan will be executed according to relevant laws, regulations, and the company's articles of association [5]. - The plan will take effect upon approval by the shareholders' meeting and will be interpreted by the company's board [5].

Core Viewpoint - The company plans to issue A-shares to specific investors to raise up to 600 million yuan, which may dilute immediate returns for existing shareholders, but measures will be taken to mitigate this impact [1][2][3] Group 1: Financial Impact of the Issuance - The total share capital before the issuance is 7,238.32 million shares, which will increase to 9,409.82 million shares post-issuance [4] - The company anticipates a net profit of -29.55 million yuan and a net profit attributable to shareholders of -116.43 million yuan for 2025 under various scenarios [4][6] - Basic and diluted earnings per share are expected to decrease from -0.41 yuan to -0.39 yuan post-issuance if the company remains profitable [4][6] Group 2: Necessity and Reasonableness of the Issuance - The issuance is deemed necessary to support the company's growth strategy and enhance its capital structure, aligning with industry trends [7][10] - The funds raised will be used to construct a smart factory for wind power gearboxes, which is expected to improve production capacity and profitability [7][9] Group 3: Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the supervision of raised funds to ensure they are used effectively and in compliance with regulations [10][11] - There will be an acceleration of project construction to achieve expected benefits sooner, thereby enhancing profitability [10] - The company plans to improve its profit distribution system to ensure transparent and stable returns for shareholders [10][11] Group 4: Commitments from Management - The board and senior management have committed to fulfilling the measures to mitigate the dilution of immediate returns and to act in the best interests of shareholders [12][13] - The controlling shareholders and actual controllers have also made commitments to adhere to regulations and not interfere with the company's operations [12][13]

Core Viewpoint - The announcement details that the first lock-up period of the 2024 employee stock ownership plan of Yinchuan Weili Transmission Technology Co., Ltd. has not met the performance assessment targets, resulting in no shares being unlocked during this period [1][3]. Group 1: Employee Stock Ownership Plan Overview - The 2024 employee stock ownership plan was approved during meetings held on July 2, 2024, and July 18, 2024, with relevant resolutions passed [1]. - The plan involves a total of 335,366 shares, which represents 0.46% of the company's total share capital, transferred to the employee stock ownership plan on July 30, 2024 [2]. - The plan has a duration of 48 months, starting from July 30, 2024, and ending on July 29, 2028 [2]. Group 2: Performance Assessment and Future Arrangements - The first lock-up period's performance assessment did not meet the required targets, resulting in a 0% unlock rate and 67,074 shares remaining locked [3]. - The management committee will sell the unallocated shares and return the original investment amount to the holders, with any remaining profits belonging to the company [3]. - The plan remains in effect, and the company will adhere to market trading rules and relevant regulations regarding stock trading [4]. Group 3: Plan Changes and Termination - Any changes to the employee stock ownership plan require approval from at least two-thirds of the holders and must be submitted to the board for review [4]. - The plan can be terminated early if all assets are transferred to individual accounts or if the assets are entirely in cash, subject to the same two-thirds approval requirement [4]. Group 4: Ongoing Monitoring - The company will continuously monitor the implementation of the employee stock ownership plan and fulfill its information disclosure obligations in accordance with relevant laws and regulations [4].

Core Viewpoint - The legal opinion from Beijing Zhonglun Law Firm confirms that Yinchuan Weili Transmission Technology Co., Ltd. has properly followed the necessary procedures for the cancellation of unvested restricted stock awards due to certain conditions not being met [1][5][7]. Group 1: Approval and Authorization - The company held meetings on July 2, 2024, and July 18, 2024, where it approved the 2024 Restricted Stock Incentive Plan and authorized the board to handle related matters [2][3][4]. - The company publicly disclosed the names and positions of the incentive recipients from July 3 to July 12, 2024, with no objections raised during the public comment period [3][4]. Group 2: Cancellation of Restricted Stock - A total of 64,410 shares of restricted stock were canceled due to eight incentive recipients leaving the company [5][6]. - An additional 94,228 shares were canceled because the company did not meet the performance targets set for the first vesting period, as indicated in the 2024 annual audit reports [6][7]. Group 3: Compliance with Regulations - The cancellation of the restricted stock aligns with the provisions of the Company Law, Securities Law, and the Management Measures for Incentive Plans, confirming that the company has adhered to all relevant legal and regulatory requirements [2][5][7].

Group 1 - The company, Yinchuan Weili Transmission Technology Co., Ltd., plans to issue A-shares to specific investors in 2025, aiming to raise up to 600 million RMB for investment projects [1][2][20]. - The issuance is part of a broader strategy to support the construction of a "Wind Power Gearbox Smart Factory," which will be the only large-scale R&D and production base for wind power gearboxes in the western region of China [14][32]. - The company has a strong technological foundation and aims to enhance its production capacity and market share in the wind power gearbox sector, which is experiencing significant growth due to increasing demand for renewable energy [12][13][30]. Group 2 - The global wind power market is expected to see a steady increase in installed capacity, with a projected addition of 121.6 GW in 2024, representing a 3.05% growth from 2023 [12]. - China's wind power market is particularly robust, with an anticipated 86 GW of new installations in 2024, marking an 11% increase year-on-year, significantly outpacing global averages [13]. - The company is positioned to capitalize on the growing demand for high-end gearboxes, driven by technological advancements and the need for more efficient and reliable components in wind power generation [11][30]. Group 3 - The issuance of A-shares will allow the company to address its funding gap and support the ambitious "Wind Power Gearbox Smart Factory" project, which requires substantial investment [14][15][27]. - The company plans to allocate 50 million RMB from the raised funds to the smart factory project, which is expected to significantly enhance production capacity and operational efficiency [25][26]. - The project aligns with national policies promoting renewable energy and aims to meet the increasing demand for high-capacity wind power gearboxes, thereby contributing to the country's carbon neutrality goals [28][33]. Group 4 - The company has established a strong R&D capability in gearbox technology, which is critical for maintaining competitiveness in the rapidly evolving wind power sector [29][30]. - The investment in the smart factory is expected to create job opportunities and stimulate local economic growth, enhancing the company's role as a key player in the renewable energy industry [31][32]. - The company is committed to continuous innovation and product development to meet the changing demands of the wind power market, ensuring long-term sustainability and growth [30][31].

证券代码：300904 证券简称：威力传动 公告编号：2025-046 银川威力传动技术股份有限公司 关于作废部分已授予尚未归属的第二类限制性股票 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。 （五）2024 年 7 月 18 日，公司召开第三届董事会第二十三次会议和第三届 监事会第十四次会议，审议通过了《关于调整 2024 年限制性股票激励计划对象 名单及授予数量的议案》《关于向 2024 年限制性股票激励计划激励对象授予限 制性股票的议案》。上述议案已经公司董事会薪酬与考核委员会审议通过。监事 会对截止授予日的激励对象名单进行审核并发表了核查意见。 （六）根据公司 2024 年第二次临时股东大会审议通过的《关于提请股东大会 授权董事会办理 2024 年限制性股票激励计划相关事宜的议案》中股东大会对董 事会的授权，2025 年 7 月 17 日，公司第三届董事会第三十三次会议审议通过了 《关于作废部分已授予尚未归属的第二类限制性股票的议案》，公司董事会同意 对本次激励计划中已离职的 8 名激励对象已获授但尚未归属的限制性股票合计 对象外的其余 44 ...

银川威力传动技术股份有限公司 关于最近五年未被证券监管部门和证券交易所 处罚或采取监管措施情况的公告 证券代码：300904 证券简称：威力传动 公告编号：2025-044 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。 银川威力传动技术股份有限公司（以下简称"公司"）自上市以来严格按照 《公司法》《证券法》和中国证监会、深圳证券交易所等监管部门的有关规定和 要求，不断完善公司治理结构，建立健全内部控制体系，规范公司运营，促进公 司持续、稳定、健康发展。鉴于公司拟申请2025年度向特定对象发行A股股票事 项，按照相关要求，公司对最近五年被证券监管部门和交易所处罚或采取监管措 施情况进行了自查，现说明如下： 一、最近五年被证券监管部门和交易所处罚的情况 二、最近五年被证券监管部门和交易所采取监管措施的情况 经自查，公司最近五年不存在被中国证监会和深圳证券交易所采取监管措施 的情况。 特此公告。 银川威力传动技术股份有限公司 董事会 经自查，公司最近五年不存在被中国证监会和深圳证券交易所处罚的情况。 2025年7月18日 ...

证券代码：300904 证券简称：威力传动 公告编号：2025-045 银川威力传动技术股份有限公司 前次募集资金使用情况报告 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。 根据中国证券监督管理委员会《监管规则适用指引——发行类第7号》的规 定，银川威力传动技术股份有限公司（以下简称"公司"）将截至2025年3月31 日的前次募集资金使用情况报告如下： 一、前次募集资金的募集及存放情况 (一) 前次募集资金的数额、资金到账时间 根据中国证券监督管理委员会《关于同意银川威力传动技术股份有限公司首 次公开发行股票注册的批复》（证监许可〔2023〕1114号），本公司由联席主承 销商中信建投证券股份有限公司和国泰君安证券股份有限公司采用询价方式，向 社会公众公开发行人民币普通股（A股）股票1,809.60万股，发行价为每股人民 币35.41元，共计募集资金64,077.94万元，坐扣承销和保荐费用5,805.85万元后 的募集资金为58,272.09万元，已由主承销商中信建投证券股份有限公司于2023 年8月4日汇入本公司募集资金监管账户。另减除律师费、审计及验资 ...

关于本次向特定对象发行A股股票不存在直接或通过利益 相关方向参与认购的投资者提供财务资助或补偿的公告 特此公告。 银川威力传动技术股份有限公司 董事会 2025年7月18日 银川威力传动技术股份有限公司 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。 银川威力传动技术股份有限公司（以下简称"公司"）于 2025 年 7 月 17 日召开了第三届董事会第三十三次会议，会议审议通过了关于公司 2025 年度向 特定对象发行 A 股股票的相关议案。现就本次发行，公司不存在直接或通过利 益相关方向参与认购的投资者提供财务资助或补偿事宜承诺如下： 本公司不存在向本次发行参与认购的投资者作出保底保收益或变相保底保 收益承诺的情形，不存在直接或通过利益相关方向认购的投资者提供财务资助 或者补偿损害公司利益的情形，亦不存在以代持、信托持股等方式谋取不正当 利益或向其他相关利益主体输送利益的情形。 证券代码：300904 证券简称：威力传动 公告编号：2025-043 ...