精进电动科技股份有限公司 前次募集资金使用情况报告 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》规 定，精进电动科技股份有限公司（以下简称"公司"）对截至 2025 年 3 月 31 日 止的前次募集资金使用情况报告如下： 一、前次募集资金基本情况 （一）实际募集资金金额和资金到位时间 经中国证券监督管理委员会《关于同意精进电动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〔2021〕2821号）核准，本公司向境内投 资者首次公开发行人民币普通股（A股）147,555,000股，每股股票面值为人民 币1.00元，增加注册资本人民币147,555,000.00元。本次公开发行股票每股发 行价格为13.78元，募集资金总额为人民币2,033,307,900.00元，扣除保荐及承 销费用、审计验资费用、律师费用、信息披露费用、印花税及发行手续费等费 用共计人民币178,570,973.36元后，实际募集资金净额为人民币 （特殊普通合伙）予以验证并出具信会师报字2021第ZB11473号验资报告。 募集资金到账后，公司对募集资金进行了专户存储，并与保荐机构、存放 募集资金的银行签署了募 ...

Core Viewpoint - The financial performance of Shenzhen Zhitong Electronics Co., Ltd. has significantly declined in 2024, with a notable drop in revenue and net profit, raising concerns about the company's operational sustainability and future risks [2][3][4]. Financial Performance Summary - In 2024, the company achieved operating revenue of 925 million yuan, a year-on-year decrease of 28.97% [2][3]. - The net profit attributable to shareholders was -379 million yuan, down 426.02% year-on-year [2][3]. - The cash flow from operating activities was 462 million yuan, a decline of 10.81% compared to the previous year [2][3]. Product Performance Analysis - The main products include IDC and cloud computing services, self-service terminals, payment products, and encrypted keyboards, with varying gross margin changes [2][3]. - IDC and cloud computing revenue fell by 31.12%, primarily due to the absence of large EPC+O projects in 2024 [4][5]. - The financial technology segment also faced challenges, with revenue from payment products decreasing due to intensified competition and reduced order volumes from major banks [6][9]. Industry Comparison - Compared to peer companies, Zhitong Electronics' revenue and gross margin trends are consistent with industry patterns, indicating a broader market decline [5][6]. - The average gross margin for comparable companies in the IDC and cloud computing sector was 22.72%, while Zhitong Electronics reported a gross margin of 25.22%, indicating a competitive position despite overall revenue decline [15][17]. Cost and Expense Management - The company has implemented cost-cutting measures, resulting in a decrease in sales, management, and R&D expenses over the past three years [17][18]. - However, significant impairment losses related to assets and credit losses have impacted overall financial health, with credit impairment losses amounting to 76.26 million yuan in 2024 [18]. Future Outlook - The company is undergoing a business transformation, with expectations that the core business will stabilize, and there is no anticipated further decline in performance [14][18]. - The demand for cloud computing and IDC services is projected to grow, driven by advancements in artificial intelligence and digital transformation across industries [4][6].

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Shenzhen Baiwei Storage Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the resignation of directors and senior management, applicable to all such personnel [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, effective upon receipt by the company [2]. - If a director's term ends without re-election, they automatically resign from the date the new board is approved by the shareholders [2]. - The company must complete the re-election of directors within 60 days if the board's composition falls below legal requirements due to resignations [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning personnel must hand over all relevant documents and assets within five working days after their resignation becomes effective [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment from the resigning personnel [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty and confidentiality continue after resignation, and any shareholding changes must comply with specific regulations [5]. - Resigning personnel must complete pending matters and fulfill non-competition obligations [5]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [7]. Chapter 6: Supplementary Provisions - The system will be interpreted by the board and will take effect upon approval [9].

Core Viewpoint - The company received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, prompting a detailed response to clarify various aspects of its business operations and financial disclosures. Business Operations - The company's main business includes book publishing and distribution, printing services, and material sales, achieving a revenue of 2.426 billion yuan, a year-on-year increase of 0.6% [1] - The net profit attributable to shareholders was 102 million yuan before deductions and 87 million yuan after deductions, with quarterly profits showing a trend from -8 million yuan in Q1 to 58 million yuan in Q4 [1] - The publishing and distribution segment includes general books and educational materials, utilizing both consignment and sales models [1] Revenue Breakdown - The material sales business generated 516 million yuan in revenue, a year-on-year increase of 13.88%, accounting for 21.27% of total revenue [1] Customer and Supplier Relationships - The company is required to disclose major customers and suppliers over the past three years, including their relationships, sales and purchase amounts, and settlement policies [2] - Specific customers include the Liaoning Provincial Education Department, which purchased educational materials worth approximately 36.28 million yuan, with a settlement period of 6 months [3] Revenue Recognition - The company must clarify the revenue recognition timing and methods under the consignment return model, ensuring compliance with accounting standards [2] - The material sales business's revenue recognition basis must also be explained, including whether it follows the gross or net method [2] Financial Performance Analysis - The company is asked to explain the reasons for quarterly performance fluctuations, considering gross margin levels, cost structures, and seasonal industry characteristics [2]

Core Viewpoint - The company plans to provide financial assistance to its subsidiaries, Hangzhou Xinshi Semiconductor Co., Ltd. and Chengdu Taitan Testing Technology Co., Ltd., through loans totaling up to 2 billion RMB and 1 billion RMB respectively, to support their business expansion and daily operations [1][2][3] Financial Assistance Overview - The financial assistance will be provided in the form of credit loans without collateral, with a maximum loan amount of 20 million RMB to Hangzhou Xinshi and 10 million RMB to Chengdu Taitan [1][2] - The loan term will not exceed three years from the date of the shareholders' meeting resolution, and the loan amounts can be reused within the term based on actual business needs [1][2][3] Loan Terms - The interest rate will be set at the prevailing Loan Prime Rate (LPR) plus 20 basis points, with interest calculated based on the actual number of days the loan is utilized [2][3] Approval Process - The financial assistance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [2][3] Subsidiary Information - Hangzhou Xinshi Semiconductor Co., Ltd. has a registered capital of 40 million RMB, primarily engaged in chip research, design, and sales, with a 60% ownership by the company [4][6] - Chengdu Taitan Testing Technology Co., Ltd. has a registered capital of 20 million RMB, established for equipment research, production, and sales, with a 60% ownership by the company's wholly-owned subsidiary [7][8] Financial Data of Subsidiaries - As of March 31, 2025, Hangzhou Xinshi reported total assets of 1,828.57 million RMB, a revenue of 1.4 million RMB, and a net loss of 12.29 million RMB [4][6] - Chengdu Taitan reported total assets of 75.41 million RMB, a revenue of 637.25 million RMB, and a net loss of 5.76 million RMB as of March 31, 2025 [8] Risk Management - The company maintains effective control over the use of the financial assistance, ensuring that the funds are utilized appropriately and that risks are manageable [6][9] - The total amount of financial assistance provided after this transaction will be 412.94 million RMB, representing 17.12% of the company's latest audited net assets [10]

Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027 to ensure a scientific, sustainable, and stable dividend mechanism, aiming to protect investors' reasonable returns [1][2]. Group 1: Considerations for the Plan - The plan is based on long-term sustainable development, considering factors such as profitability, investment needs, cash flow, shareholder returns, social capital costs, and external financing environment [1]. - The plan emphasizes the importance of listening to shareholders, especially minority shareholders, and ensuring their legal rights while balancing the company's long-term interests [1][2]. Group 2: Specific Content of the Plan - The company may distribute dividends in cash, stock, or a combination of both, prioritizing cash dividends when conditions are met [2]. - Cash dividend conditions include having positive profits and not exceeding certain thresholds for major investments or cash expenditures [2][3]. - Stock dividends can be proposed when the company's operational status is good, and the board believes it benefits all shareholders, provided cash dividend conditions are met [2]. Group 3: Dividend Distribution Principles - The company aims to distribute at least 20% of the distributable profits as cash dividends annually, with adjustments for previous losses [3][5]. - The board will consider industry characteristics, development stages, and significant capital expenditure plans when proposing differentiated cash dividend policies [3][4]. Group 4: Decision-Making Mechanism - The board will review the shareholder return plan every three years and adjust the dividend distribution policy as necessary, based on current profitability, cash flow, and funding needs [5][6]. - The plan requires thorough discussion and approval from the board, supervisory board, and shareholders, ensuring transparency and communication with minority shareholders [5][6]. Group 5: Implementation of the Plan - The company is committed to executing the shareholder return plan effectively, with oversight from the supervisory board to ensure compliance and address any deviations from the proposed dividend policies [6][7].

证券代码：002044 证券简称：美年健康 公告编号：2025-045 美年大健康产业控股股份有限公司 了《关于公司符合发行股份购买资产条件的议案》《关于公司发行股份购买资产 暨关联交易方案的议案》《关于＜美年大健康产业控股股份有限公司发行股份购 买资产暨关联交易报告书（草案）＞及其摘要的议案》等与本次交易相关的议案， 具体内容详见公司在指定媒体发布的相关公告。 本次交易尚需履行多项审批程序方可实施，包括但不限于公司股东大会批 准、深圳证券交易所审核通过、中国证券监督管理委员会同意注册等。本次交易 最终是否审批通过、相关程序履行完毕的时间存在不确定性。 公司将继续推进相关工作，严格按照相关法律法规的要求及时履行信息披露 义务，公司所有信息均以在指定信息披露媒体披露的内容为准。因本次交易的有 关事项尚存在不确定性，敬请广大投资者注意投资风险。 特此公告。 美年大健康产业控股股份有限公司 董 事 会 二〇二五年七月十二日 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。 美年大健康产业控股股份有限公司（以下简称"公司"）拟通过发行股份的方 式购买交易对方持有的衡阳美 ...

根据《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 所股票上市规则》《上市公司重大资产重组管理办法》《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重组的监管要求》《公开发行证券的公司信 息披露内容与格式准则第 26 号——上市公司重大资产重组》等法律法规和规范 性文件及《公司章程》的规定，公司董事会就本次交易履行法定程序的完备性、 合规性及提交法律文件有效性，作出如下说明： 一、关于本次交易履行法定程序的完备性、合规性的说明 交易相关敏感信息的知悉范围，并严格限定本次交易相关敏感信息的知悉范围。 制作《内幕信息知情人员登记表》及《交易进程备忘录》，经相关人员签字确认 后向深圳证券交易所进行了报送。 及其摘要和本次交易需要提交的其他有关文件。 本次交易的相关议案，关联董事均已回避表决。上述议案已经公司独立董事专门 会议审议通过，并同意提交董事会审议。 审议通过了本次交易预案及相关议案。 资产框架协议》。 份购买资产暨关联交易的进展公告》。 美年大健康产业控股股份有限公司 董事会关于本次交易履行法定程序的完备性、合规性 及提交法律文件的有效性的说明 美年大健康产业控股股份有限公司（以下 ...

Core Viewpoint - The company plans to acquire significant stakes in multiple health management subsidiaries through a share issuance, which is expected to enhance its asset scale and profitability without diluting immediate returns per share [1][3]. Group 1: Transaction Details - The company intends to purchase 84% of Hengyang Meinian Health Checkup Center, 81% of Ningde Meinian Health Management, and several other stakes in various health management companies, totaling multiple acquisitions [1]. - The transaction is structured to ensure that the company's earnings per share (EPS) will not be diluted post-transaction, with projected increases in net profit attributable to the parent company [2][3]. Group 2: Measures to Mitigate Dilution Risks - The company plans to accelerate the integration of the acquired companies to enhance profitability and operational efficiency [3]. - A commitment to improve corporate governance and operational efficiency has been established, ensuring a robust management structure and clear responsibilities among various governance bodies [4]. - The company will refine its profit distribution policy to ensure fair returns to all shareholders while maintaining sustainable growth [6]. Group 3: Commitments from Stakeholders - The actual controller and senior management have issued commitments to uphold measures that protect immediate returns, ensuring no undue interference in company operations [6]. - Specific commitments include linking compensation plans to the execution of measures aimed at mitigating dilution of immediate returns [6].

Core Viewpoint - The company intends to acquire significant equity stakes in various health management and inspection centers through a share issuance, which complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [1][2][3] Group 1: Transaction Details - The company plans to purchase 84% of Hengyang Meinian Health Examination Center Co., Ltd., 81% of Ningde Meinian Health Management Co., Ltd., 75% of Yantai Meinian Health Management Co., Ltd., and several other stakes in various health management companies [1] - The transaction includes minority stakes in several subsidiaries, such as 47.37% in Zhengzhou Meijian Health Management Co., Ltd. and 49% in Guangzhou Huadu District Meinian Health Management Co., Ltd. [1] Group 2: Compliance with Regulations - The board has conducted a thorough analysis confirming that the transaction meets the conditions outlined in Article 11, Article 43, and Article 44 of the Major Asset Restructuring Management Measures [2] - The transaction does not involve any arrangements for phased issuance of shares for asset purchase, ensuring compliance with regulatory requirements [2][3] - The board believes that the transaction will not lead to significant adverse effects on competition or independence, and it can be completed within the agreed timeframe [2][3]