General Provisions - Wuxi Xinan Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company is registered in Wuxi, Jiangsu Province, with a registered capital of RMB 100 million [2][5] - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [2][3] Business Objectives and Scope - The company's business objective is to establish and improve a modern enterprise system, focusing on the research, production, and development of automotive lightweight alloy components and materials [4][5] - The business scope includes the research, manufacturing, processing, and sales of aluminum alloy products, as well as import and export of various goods and technologies [5] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [6][18] - The total number of shares issued at establishment is 75 million, with a total of 100 million shares currently [7][18] - The company can increase capital through various methods, including issuing new shares and employee stock ownership plans [9][24] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of the company's operations [12][13] - The company must hold an annual general meeting within six months after the end of the fiscal year [50] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [61][62] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [77] - Directors must attend shareholder meetings and respond to inquiries from shareholders [78][79] - The board must ensure that shareholder meetings are conducted fairly and transparently [66][67]

Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making function of the board of directors and ensure effective supervision of the company's financial activities and operations, thereby improving corporate governance [1]. Group 1: General Provisions - The Audit Committee is a specialized working body under the board of directors, responsible for communication, supervision, and verification of internal and external audits [2]. - The committee's resolutions must comply with the company's articles of association and relevant laws and regulations [2]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors, and at least one independent director must be a professional accountant [4]. - The committee chairperson must be an independent director and a professional accountant, responsible for leading the committee's work [5]. Group 3: Responsibilities and Authority - The main responsibilities of the committee include exercising the powers of the supervisory board, overseeing external audit work, evaluating internal audit work, and reviewing financial information and disclosures [4][5]. - The committee must approve certain matters by a majority before submitting them to the board for review, including financial reports and the hiring or dismissal of external auditors [5]. Group 4: Decision-Making Procedures - The internal audit department is responsible for preparing materials for the committee's decisions, including financial reports and audit reports [9]. - The committee meetings can be regular or temporary, with at least one meeting held each quarter [10]. Group 5: Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [10]. - The committee can invite external auditors and other relevant personnel to attend meetings and provide necessary information [11]. Group 6: Reporting and Accountability - The committee must report its annual performance in the company's annual report, including meeting occurrences and responsibilities fulfilled [7]. - If the committee finds violations by directors or senior management, it can recommend their dismissal [7]. Group 7: Miscellaneous Provisions - The committee's operational expenses will be borne by the company, and it may hire external consultants for professional advice when necessary [8][11]. - The committee's rules and procedures must comply with national laws and the company's articles of association [12].

无锡锡南科技股份有限公司 第一章 总则 第一条 为了进一步规范无锡锡南科技股份有限公司（以下简称"公司"） 董事会的议事方式和决策程序，促使本公司董事和董事会有效地履行其职责，提 高董事会规范运作和科学决策水平，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》 《深圳证券交易所创业板股票上市规则》 （以下简称"《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"《规范指引》"）等其他有关法律、法规和规范性文件，以及《无 锡锡南科技股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，并结合 本公司实际，制订本规则。 第二条 董事会是公司经营决策的常设机构，对股东会负责。董事会在第一 条规定的法律、法规、规范性文件、《公司章程》及本规则的规定的职权范围内 行使职权。 第二章 董事 第三条 公司董事为自然人，有下列情形之一的，不能担任公司的董事： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判 ...

Meeting Overview - The second board meeting of Wuxi Xinan Technology Co., Ltd. was held on August 20, 2025, with all procedures complying with relevant laws and regulations [1] - The meeting was attended by 5 directors, and chaired by Chairman Li Zhongliang [1] Financial Report Approval - The board approved the 2025 semi-annual report and its summary, confirming that the financial statements accurately reflect the company's financial status and operational results without any false records or omissions [1][2] - The voting result for this agenda was unanimous with 5 votes in favor [2] Fund Management - The board approved the use of up to RMB 250 million of idle raised funds and up to RMB 350 million of idle self-owned funds for cash management, valid for 12 months from the approval date [3] - The voting result for this agenda was also unanimous with 5 votes in favor [3] Corporate Governance Changes - The company will no longer establish a supervisory board; instead, the audit committee of the board will assume the supervisory functions as per the Company Law [3] - The company has revised its articles of association accordingly [3] Authorization for Registration - The board proposed to authorize the management to handle the registration and filing procedures for the revised articles of association, effective from the date of approval by the shareholders' meeting [4] Upcoming Shareholders' Meeting - The company plans to hold the second extraordinary shareholders' meeting of 2025 on September 12, 2025, at 15:00 [6] - The proposed revisions to various governance documents will be submitted for shareholder approval [6]

证券代码：301170 证券简称：锡南科技 公告编号：2025-022 无锡锡南科技股份有限公司 第二届监事会第九次会议决议公告 本公司及监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。 一、监事会会议召开情况 无锡锡南科技股份有限公司（以下简称"公司"）第二届监事会第九次会议通知于 本次会议应参会监事 3 名，现场参会监事 3 名。会议由监事会主席单晓丹女士主持召 开。 本次会议的召集和召开符合《中华人民共和国公司法》（以下简称"《公司法》"） 等相关法律、法规及规章制度的规定。 二、监事会会议审议情况 与会监事对本次会议的全部议案进行了认真审议，以记名投票方式表决并作出如 下决议： 经审核，监事会认为：公司《2025 年半年度报告》及《2025 年半年度报告摘要》 符合法律、行政法规和中国证监会的规定，报告内容真实、准确、完整地反映了公司 的实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容详见公司同日刊登于巨潮资讯网（www.cninfo.com.cn）上的相关公告， 《2025 年半年度报告摘要》同时刊登于《证券时报》、《中国证券报》、《上海证券报 ...

然人 比上年度 | 境内自 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 李全生 | | 0.73% | 730,650 | 730,650 不适 | | | | | | | 用 | | 0 | | | | | | | | | 然人 | | | | | | | | | | | 境内自 | | | | | | | | | | | 陈峰 | | 0.69% | 687,000 | | 0 | 不适 | | | | | 用 | | 0 | | | | | | | | | 然人 | | | | | | | | | | | 无锡山 | | | | | | | | | | | 水城科 | | | | | | | | | | | 国有法 | | | | | | | | | | | 技发展 | | 0.63% | 625,800 | | 0 | 不适 | | | | | 用 | | 0 | | | | | | | | | 人 | | | | | | | | | | | 有限公 | | | | | | | ...

Core Viewpoint - Wuxi Xinan Technology Co., Ltd. reported a slight decline in revenue for the first half of 2025, with a focus on the automotive lightweight aluminum components market and ongoing expansion into new sectors such as power systems and energy storage [4][10][13]. Financial Performance - The company's revenue for the first half of 2025 was CNY 540.31 million, a decrease of 0.43% compared to CNY 542.64 million in the same period last year [7][20]. - The net profit attributable to shareholders was CNY 53.16 million, reflecting a growth of 0.64% year-on-year [20]. - The basic and diluted earnings per share were both CNY 0.5316, an increase of 0.68% from CNY 0.528 in the previous year [7][20]. Business Overview - The company specializes in the research, production, and sales of aluminum alloy components for automotive lightweighting, particularly turbocharger precision compressor housing [10][19]. - It has established long-term strategic partnerships with major clients such as Garrett, Cummins, and BorgWarner, supplying components widely used in leading automotive brands like Daimler, Audi, and Toyota [10][18]. Industry Context - The automotive market in China has shown robust growth, with significant increases in new energy vehicle sales and overall market demand supported by government policies [9][10]. - The company is positioned to benefit from the increasing adoption of turbocharging technology and lightweight components in vehicles, driven by stricter fuel efficiency and emissions standards [12][19]. Strategic Initiatives - The company is investing USD 68 million to establish a wholly-owned subsidiary in Thailand to expand its market presence in North America and Southeast Asia [13]. - It is also reallocating funds to develop key components for power systems and energy storage, diversifying its business beyond the automotive sector [13][20]. Competitive Position - The company holds a significant market share in the turbocharger precision compressor housing sector, benefiting from its established reputation and customer loyalty [18][19]. - It has received multiple awards for supplier excellence from major clients, indicating strong performance in quality and service [11][18].

Core Viewpoint - Xinan Technology (SZ 301170) reported a slight decrease in revenue for the first half of 2025, while net profit showed a modest increase, indicating a stable financial performance despite revenue challenges [2]. Financial Performance - The company's revenue for the first half of 2025 was approximately 540 million yuan, representing a year-on-year decrease of 0.43% [2]. - The net profit attributable to shareholders was around 53.16 million yuan, reflecting a year-on-year increase of 0.64% [2]. - Basic earnings per share were reported at 0.5316 yuan, which is an increase of 0.68% compared to the previous year [2].

Group 1 - The company, Xinan Technology, announced the convening of its second board meeting on August 20, 2025, to discuss the revision and establishment of internal governance systems [2] - For the first half of 2025, the company's revenue was entirely derived from the automotive industry, accounting for 100.0% of its total revenue [2]

中信证券股份有限公司 关于无锡锡南科技股份有限公司 使用部分闲置募集资金及闲置自有资金进行现金管理的核查意见 中信证券股份有限公司（以下简称"中信证券"、"保荐人"）作为无锡锡南科技 股份有限公司（以下简称"锡南科技"、"公司"）首次公开发行股票并在创业板上市 的保荐人，根据《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》等法律法规、规章制度的有关规定，对锡南科技拟使用部分暂时闲置募集 资金及闲置自有资金进行现金管理事项进行了核查，核查情况及核查意见如下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意无锡锡南科技股份有限公司首次公 开发行股票注册的批复》（证监许可〔2023〕729 号），公司获准向社会公开发行 人民币普通股（A 股）2,500.00 万股，每股面值人民币 1 元，发行价格为人民币 34.00 元/股，募集资金总额为人民币 85,000 万元；扣除与发行相关的费用人民币 9,609.76 万元（不含增值税），实际募集资金净额为人民币 75,390.24 万元。上述 募集资金已于 2023 ...