证券代码：603130 证券简称：云中马 公告编号：2025-019 浙江云中马股份有限公司 第三届监事会第十三次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 浙江云中马股份有限公司（以下简称"公司"）第三届监事会第十三次会议 于 2025 年 5 月 22 日以现场结合通讯的方式在公司会议室召开。会议通知经全体 监事同意，豁免通知时限的要求，于当日以电话、口头的方式发出。会议应出席 监事 3 人，实际出席监事 3 人（其中：单晓秋以通讯方式出席）。会议由监事会 主席单晓秋女士召集并主持，会议的召集、召开和表决程序符合《中华人民共和 国公司法》等相关法律法规、部门规章、规范性文件及《浙江云中马股份有限公 司章程》 《公司章程》"）的规定。全体监事经过审议，以记名投票方 式通过了如下决议： 二、监事会会议审议情况 本次会议审议并通过了以下事项： （以下简称" （一）审议通过《关于公司符合向特定对象发行股票条件的议案》 根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司证券发 ...

Core Viewpoint - The company plans to issue A-shares to specific investors, aiming to raise up to RMB 4.482 billion for R&D, process testing platform construction, high-end semiconductor equipment iteration, and working capital supplementation [1][2]. Financial Impact - The issuance is expected to dilute immediate returns for existing shareholders, with potential impacts on key financial metrics such as earnings per share [3][4]. - The total share capital post-issuance could reach approximately 48.54 million shares, depending on various profit scenarios for 2025 [4][5]. Necessity and Reasonableness of the Issuance - The fundraising is aligned with the company's long-term development strategy and aims to enhance its competitive position in the semiconductor equipment industry [7][8]. - The projects funded by this issuance are closely related to the company's existing business, focusing on R&D and technological advancements [6][9]. Company’s Technological and Market Position - The company has established a strong presence in the semiconductor equipment sector, recognized for its advanced technologies and a comprehensive product line [11][10]. - The company has accumulated significant intellectual property, with 470 patents, enhancing its competitive edge [10]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance its overall strength and expand its business scale post-issuance, improving risk resistance and market value [12]. - Internal management will be strengthened to reduce operational costs and improve efficiency [12]. - The company will accelerate the implementation of fundraising projects to achieve expected returns quickly [12][13]. Commitments from Management and Shareholders - The board and senior management have committed to fulfilling the measures to mitigate the dilution of immediate returns, ensuring the protection of shareholder interests [14].

Group 1 - The company held its 19th meeting of the second supervisory board, which was legally valid and attended by all three supervisors [1] - The supervisory board approved several proposals related to the issuance of A-shares to specific targets for the year 2024, with unanimous support from all supervisors [1][2] - The approved proposals include the conditions for issuing A-shares, adjustments to the issuance plan, and feasibility analyses regarding the use of raised funds, all receiving 100% approval [2] Group 2 - The company confirmed that the raised funds will be directed towards technology innovation, as outlined in the approved proposals [2]

Group 1 - The company is preparing for a shareholder meeting scheduled for May 28, 2025, to discuss various agenda items including the issuance of A-shares and the impact on immediate returns [1][4][6] - The meeting will allow shareholders to express their opinions and ask questions, with specific time limits set for speaking and voting procedures [2][3][6] - The company has committed to measures to mitigate the dilution of immediate returns resulting from the issuance of A-shares, as outlined in the relevant announcements [4][5][7] Group 2 - The company will present a special report on the use of previously raised funds, which has been verified by an accounting firm [5][7] - A report on non-recurring gains and losses for the last three years and the first quarter of 2025 will also be discussed, with verification provided by an accounting firm [7]

Core Viewpoint - The announcement details the impact of the specific issuance of A-shares on the company's immediate returns, highlighting the potential dilution of earnings per share and return on equity, while outlining measures to mitigate these effects [1][5][10]. Financial Impact of the Issuance - The total share capital and net asset scale of the company will increase post-issuance, leading to a risk of diluted earnings per share and decreased return on equity in the short term [2][5]. - The estimated number of shares to be issued is 33,204,000, which will affect the financial metrics based on various profit growth assumptions [2][3]. - Under the assumption of no profit growth, the basic and diluted earnings per share are projected to decrease from 1.68 to 1.29 [4]. - If profits grow by 10%, the basic and diluted earnings per share would decrease to 1.42, while if profits grow by 20%, they would decrease to 1.55 [4]. Necessity and Reasonableness of the Issuance - The issuance is deemed necessary and reasonable as it aligns with the company's main business and future strategic direction, enhancing capital strength and providing funding for business development [5][6]. - The projects funded by the issuance include improvements to existing facilities and services, which are expected to enhance operational efficiency and customer experience [6][8]. Project Relationship and Company Preparedness - The funds will be allocated to projects closely related to the company's existing operations, including upgrades to hotels and transportation services, which are expected to improve service quality and operational efficiency [6][8]. - The company has a well-prepared team with experience in managing the new projects, ensuring effective implementation and operational support [7][8]. Measures to Mitigate Dilution of Immediate Returns - The company plans to accelerate the investment progress of the funded projects to achieve expected benefits as soon as possible, thereby enhancing profitability and reducing the dilution impact on shareholders [9][10]. - Strict management of the raised funds will be implemented to ensure they are used effectively and in accordance with regulations [9][10]. - The company will enhance its governance and internal controls to protect shareholder interests and ensure sustainable development [9][10]. Commitments from Major Stakeholders - The controlling shareholder and the board of directors have made commitments to uphold the interests of the company and its shareholders, ensuring that any dilution effects are addressed responsibly [10][11].

Core Viewpoint - The company is issuing A-shares to specific investors, which may dilute immediate returns for existing shareholders, but it has proposed measures to mitigate this impact and ensure the protection of minority investors' interests [1][4][10]. Financial Impact Analysis - The total number of shares before the issuance is 802,082,221, and after the issuance, it will increase to 958,482,221 [2]. - Under three scenarios for net profit growth in 2025 compared to 2024 (flat, +10%, -10%), the basic and diluted earnings per share (EPS) will be affected as follows: - Scenario 1 (flat): Basic EPS will decrease from 0.3473 to 0.2906 [2]. - Scenario 2 (+10% growth): Basic EPS will decrease from 0.3473 to 0.3197 [3]. - Scenario 3 (-10% decline): Basic EPS will decrease from 0.3473 to 0.2616 [3]. Necessity and Reasonableness of the Issuance - The issuance is aimed at enhancing the company's overall profitability, improving financial conditions, and increasing risk resistance [4][5]. - The raised funds will be allocated to projects such as a 100,000 tons/year refined wet phosphoric acid project and a quartz sandstone mining project, which align with the company's strategic goals [5][8]. Talent and Technology Reserves - The company has established a comprehensive management system and possesses a skilled team in non-metallic mining and chemical sectors, which supports the implementation of the fundraising projects [6]. - The company is recognized as a national high-tech enterprise and has a strong foundation in research and development, which will aid in the successful execution of the projects [6]. Measures to Mitigate Dilution of Immediate Returns - The company will implement strict management of the raised funds, ensuring they are used for designated projects and subject to regular audits [7][8]. - The company plans to enhance its governance structure to ensure shareholder rights are protected and to maintain a sustainable development trajectory [8][9]. - A revised profit distribution policy has been established to strengthen the investor return mechanism, including a three-year dividend plan [9]. Commitments from Management - The company's board and senior management have committed to ensuring that the measures to mitigate the dilution of immediate returns will be effectively implemented [10]. - The actual controller and major shareholders have also pledged not to interfere with the company's management and to adhere to the established measures [10].

Core Viewpoint - The company has approved a plan to issue A-shares to specific investors, aiming to raise funds for various projects, including hotel renovations and transportation improvements at the Jiuhua Mountain scenic area [1][2][7]. Group 1: Board Meeting Decisions - The board meeting was held on May 20, 2025, with all seven directors present, and the resolutions were passed unanimously [1]. - The company has confirmed its eligibility to issue A-shares to specific investors under current laws and regulations [1][2]. - The proposal for the issuance of A-shares will be submitted for approval at the first extraordinary general meeting of shareholders in 2025 [2][10]. Group 2: Issuance Details - The A-shares will be issued to no more than 35 specific investors, including the controlling shareholder, Anhui Jiuhua Mountain Cultural Tourism Health Group [3][4]. - The issuance will be conducted through a competitive bidding process, with the issue price set at no less than 80% of the average stock price over the previous 20 trading days [4][5]. - The total amount to be raised is expected to be no more than 500 million yuan (50,000 million) [7][8]. Group 3: Fund Utilization - The raised funds will be allocated to several projects, including the renovation of Jiuhua Mountain hotels and improvements to transportation facilities [7][8][9]. - The company plans to initially invest its own funds in these projects before the raised funds are available, with adjustments made based on the actual amount raised [9]. Group 4: Shareholder Agreements and Commitments - The controlling shareholder has committed to purchasing at least 32% of the shares issued in this round, with a lock-up period of 36 months for their shares [6][10]. - Other investors will have a lock-up period of 6 months for their shares post-issuance [6][10]. Group 5: Future Planning and Governance - The board has proposed a three-year dividend return plan for shareholders from 2025 to 2027 [13]. - The company will establish a new branch to enhance its cultural tourism market presence [19]. - A proposal for the first extraordinary general meeting of shareholders in 2025 has been approved, scheduled for June 5, 2025 [20].

证券代码：000833 证券简称：粤桂股份 公告编号：2025–036 广西粤桂广业控股股份有限公司 第九届监事会第二十五次会议决议公告 本公司及监事会全体成员保证信息披露内容的真实、准确和完 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 （一）发出会议通知的时间和方式：2025年5月9日通过书面送达、 电子邮件等方式通知各位监事。 （二）召开会议的时间、地点、方式：2025年5月29日上午11:30； 广州市荔湾区流花路85号3楼321会议室；现场会议方式召开。 （三）会议应参加表决监事3人，成员有吴红柳、顾元荣（授权 王敏凌出席并表决）、王敏凌，实际参加表决的监事3人。 （四）本次监事会由吴红柳女士主持。公司副总经理、董事会秘 书、证券事务代表列席了会议。本次会议的召集、召开和表决程序符 合《公司法》和《公司章程》的有关规定。 二、监事会会议审议情况 （一）审议并通过《关于公司符合向特定对象发行 A 股股票条件 的议案》 监事会认为：根据《公司法》《证券法》《注册管理办法》等法 律、法规及规范性文件的有关规定，经对公司实际情况逐项自查，我 们认为公司符合上市公司向特定对象发行 A 股股 ...

Group 1 - The company held its 20th meeting of the 6th Board of Directors on May 16, 2025, where it unanimously agreed to waive the advance notice requirement for the meeting [2][3] - All 9 directors attended the meeting, which was presided over by Chairman Shi Jianwei, and the procedures complied with relevant laws and regulations [4][5] - The Board approved the adjustment of the plan for issuing A-shares to specific targets, with a total fundraising amount not exceeding 201.76 million yuan [6][9] Group 2 - The adjusted fundraising amount is a reduction from the previous cap of 366.09 million yuan, due to the company's financial investments exceeding 10% of its net assets [9][54] - The company plans to use the raised funds for projects related to precision braking and transmission components, as well as precision industrial bearing production lines, which align with its core business [38] - The company has a well-established talent team and technical capabilities to support the implementation of the fundraising projects [39][40] Group 3 - The company will take measures to mitigate the dilution of immediate returns resulting from the issuance, including enhancing production and sales of existing products [41][42] - The company has committed to improving its governance structure to ensure shareholder rights are protected and to maintain effective oversight [43] - The company will accelerate the investment project timelines to enhance its production capacity and market competitiveness [44]

江苏南方精工股份有限公司 监事会关于调整公司向特定对象发行 A 股股票相关事项的 书面审核意见 根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 （以下简称"《公司章程》"）的有关规定，我们作为江苏南 方精工股份有限公司（以下简称"公司"）监事，在全面审核公司调整后的向特定 对象发行 A 股股票相关事项（以下简称"本次向特定对象发行股票"）相关文件 后，发表书面审核意见如下： 一、关于调整公司向特定对象发行 A 股股票方案的审核意见 我们认为，公司调整本次向特定对象发行股票方案中的募集资金金额事项符 合《公司法》 《证券法》 《中华人民共和国 证券法》 （以下简称"《证券法》"）、 《上市公司证券发行注册管理办法》 （以下简 称"《发行注册管理办法》"）等有关法律、法规和规范性文件以及《江苏南方精 工股份有限公司章程》 《发行注册管理办法》及其他有关法律、法规、规章和规 范性文件的规定，方案合理、切实可行。 二、关于公司向特定对象发行 A 股股票预案（修订稿）的议案的审核意见 我们认为，公司编制的《江苏南方精工股份有限公司 2025 年度向特定对象 发行 A 股股票预案（修订稿）》符合《公司法》 《 ...