南通江海电容器股份有限公司第七届董事会第八次会议决议公告

Core Viewpoint - Jianghai Capacitor Co., Ltd. plans to establish a joint research institute with related parties to enhance its technological innovation capabilities and address the demands of strategic technology research [4][21]. Group 1: Investment Overview - The company intends to jointly establish Jianghai Capacitor Innovation Research Institute Co., Ltd. with Zhejiang Economic Construction Investment Co., Ltd. and Zhejiang Provincial Transportation Group Technology Research Institute [5][17]. - The registered capital of the joint venture is 50 million yuan, with Jianghai Capacitor contributing 30 million yuan (60% ownership), the Technology Research Institute contributing 15 million yuan (30% ownership), and Zhejiang Economic Construction contributing 5 million yuan (10% ownership) [5][19]. Group 2: Approval Process - The investment proposal was reviewed and approved by the independent directors and the board's strategic committee before being submitted to the board of directors for approval [6][25]. - The board meeting held on November 25, 2025, saw all non-related directors voting in favor of the proposal, with related directors abstaining from the vote [2][6]. Group 3: Purpose and Impact - The establishment of the research institute aims to create an independent platform focused on strategic technology research, addressing the needs for higher reliability, longer lifespan, and miniaturization of capacitors in sectors such as new energy and rail transportation [21][25]. - The initiative is expected to enhance the company's competitive edge by integrating resources from universities and research institutions, thereby promoting technological breakthroughs [21][25]. Group 4: Related Party Relationships - Zhejiang Economic Construction Investment Co., Ltd. is the controlling shareholder of Jianghai Capacitor, and both it and the Technology Research Institute are under the same actual controller, the Zhejiang Provincial State-owned Assets Supervision and Administration Commission [7][12]. - The investment constitutes a related party transaction due to the existing relationships among the involved entities [7][12].