证券代码：600206 证券简称：有研新材 编号：2025-046 有研新材料股份有限公司 《中华人民共和国证券法》 第九届监事会第八次会议决议公告 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个别及连带责任。 一、监事会会议召开情况 有研新材料股份有限公司（以下简称"公司"）第九届监事会第八次会议通 知和材料于 2025 年 7 月 19 日以书面方式发出。会议于 2025 年 7 月 29 日在公司 会议室以通讯会议方式召开。会议应到监事 3 人，均出席会议。会议由刘慧舟主 持。公司董事、部分高级管理人员列席本次会议。本次会议符合《中华人民共和 国公司法》及《有研新材料股份有限公司章程》的规定，会议合法有效。 二、监事会会议审议情况 股票发行价格和发行数量的议案》 监事会认为鉴于有研新材料股份有限公司 2024 年年度权益分派情况，根据 公司第九届董事会第三次会议审议通过的《关于公司向特定对象发行 A 股股票 方案的议案》，公司对向特定对象发行 A 股股票的发行价格和发行数量应当做出 相应调整。 表决情况：出席本次会议的监事以 3 ...

Group 1 - The core viewpoint of the report is that the issuance of A-shares to specific targets in 2025 is justified based on the company's development strategy, financial status, funding needs, and industry trends [2] - The report confirms the appropriateness of the selection criteria, quantity, and standards for the issuance targets, ensuring that the interests of all shareholders, especially minority shareholders, are protected [2] - The report outlines the principles, basis, methods, and procedures for the pricing of the shares, affirming the feasibility, fairness, and rationality of the issuance plan [2] Group 2 - The independent directors agree that the report complies with relevant regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange, as well as the company's articles of association [2] - The report addresses the impact of share dilution on immediate returns and outlines measures to mitigate this effect, ensuring the plan aligns with the interests of the company and its shareholders [2]

Core Viewpoint - The company plans to issue A-shares to specific investors in 2025, with a total fundraising target of up to 850 million yuan, primarily to supplement working capital [6][8][21]. Group 1: Issuance Details - The company will issue up to 33,385,703 shares, representing no more than 30% of the total share capital before the issuance [6][13]. - The issuance price is set at 25.46 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [6][7]. - The shares will be listed on the Shanghai Stock Exchange [8]. Group 2: Use of Funds - The total amount raised from the issuance will be used entirely to supplement the company's working capital after deducting issuance costs [8][21]. Group 3: Related Transactions - The specific investor for this issuance is Suzhou Bubugao Investment Development Co., Ltd., which is also the controlling shareholder of the company [6][12]. - The transaction constitutes a related party transaction due to the relationship between the company and the investor [12][13]. Group 4: Shareholder Approval and Governance - The company has prepared various reports and proposals for shareholder approval, including a feasibility analysis and a plan for shareholder returns over the next three years [21][22]. - The board of directors seeks authorization from the shareholders to handle all matters related to the issuance [18][19].

Meeting Overview - The meeting is scheduled for August 6, 2025, at 14:30 in Fuzhou, Fujian Province [4] - The meeting will be hosted by the company's board of directors [4] - Participants must register 15 minutes prior to the meeting [2] Agenda Items - The meeting will discuss several proposals, including the issuance of A-shares to specific investors and the feasibility of using raised funds [5][6] - Key proposals include: - Issuing A-shares to specific investors [7] - Analyzing the feasibility of using raised funds [12] - Signing conditional share subscription agreements with related parties [15] - Addressing the dilution of immediate returns and measures to compensate for this [16] - Planning for shareholder dividend returns for the next three years [18] Voting Procedures - Voting will be conducted through both on-site and online methods [3] - Each share carries one vote, and shareholders can express their opinions as "agree," "disagree," or "abstain" [3] - The voting results will be announced after counting both on-site and online votes [5] Financial Aspects - The company plans to raise up to 2.1 billion RMB through the issuance of A-shares [10] - The net proceeds will be allocated to specific investment projects totaling 2.694 billion RMB [10] - The issuance will involve a maximum of 30 million shares, not exceeding 30% of the total share capital before the issuance [9] Related Transactions - The company will enter into related transactions with Fuzhou Dayunming Investment Co., Ltd. and Fuzhou Dalan Investment Co., Ltd. [15] - The pricing for the share issuance will be based on the average trading price of the company's shares prior to the issuance [8] Audit and Compliance - The company proposes to reappoint the accounting firm, Zhihong CPA, for the 2025 financial audit [28] - The firm has a strong track record and will ensure compliance with relevant regulations [24][27]

Core Viewpoint - The company plans to issue A-shares to specific investors to raise up to 600 million yuan, which will dilute immediate returns but aims to enhance long-term profitability and shareholder value [2][6][15] Financial Impact - The issuance will increase the total share capital by 14.94%, with a maximum fundraising amount of 600 million yuan, not considering issuance costs [2] - The projected net profit attributable to shareholders for 2025 is estimated to be 11,662.67 million yuan, with a significant increase expected in subsequent years [3] - The basic earnings per share (EPS) before the issuance is projected at 0.38, which may decrease to 0.28 post-issuance under various profit scenarios [4][5] Company Strategy - The company focuses on the production and sales of recycled aluminum alloys, specifically targeting the production of recycled wrought aluminum alloys through the new fundraising project [6][7] - The strategic goal is to balance the production of various recycled aluminum alloy products and increase the proportion of recycled wrought aluminum alloys in the product mix [7][8] Project Feasibility - The fundraising project aligns with the company's existing business, utilizing waste aluminum as the primary raw material, thus enhancing resource recycling [6][8] - The company has established a strong foundation in terms of personnel, technology, and market resources to support the new project [11][12] Risk Mitigation Measures - To address the dilution of immediate returns, the company plans to enhance its operational capabilities and market presence, thereby improving profitability [15] - The company has implemented a robust fundraising management system to ensure the proper use of raised funds, adhering to regulatory requirements [15][16] Commitment to Shareholders - The controlling shareholders and management have made commitments to ensure the fulfillment of measures to compensate for the dilution of immediate returns, emphasizing the protection of shareholder interests [16][17]

证券代码：002967 证券简称：广电计量 公告编号：2025-037 广电计量检测集团股份有限公司（以下简称"公司"）第五届监事会第十二 次会议于 2025 年 7 月 21 日以通讯方式召开。会议通知于 2025 年 7 月 18 日以书 面、电话、电子邮件等方式发出。会议应出席监事 3 名，实际出席监事 3 名，符 合《公司法》等有关法律法规和公司章程的规定，合法有效。 广电计量检测集团股份有限公司 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 二、监事会会议审议情况 （一）审议通过《关于公司符合向特定对象发行 A 股股票条件 的议案》 根据《公司法》 《证券法》 《上市公司证券发行注册管理办法》等法律法规及 规范性文件的有关规定，经公司逐项自查，公司符合向特定对象发行 A 股股票 的有关规定，具备向特定对象发行 A 股股票的条件。 表决结果：同意 3 票，反对 0 票，弃权 0 票。 本议案尚需提交公司股东大会审议。 （二）逐项审议通过《关于公司向特定对象发行 A 股股票方案 的议案》 本次向特定对象发行股票的种类为境内上市人 ...

二、董事会会议审议情况 证券代码：603162 证券简称：海通发展 公告编号：2025-081 福建海通发展股份有限公司 第四届董事会第二十八次会议决议公告 本公司董事会及全体董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、董事会会议召开情况 福建海通发展股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日以书 面或通讯方式发出召开第四届董事会第二十八次会议的通知，并于 2025 年 7 月 生召集并主持，应出席董事 7 名，实际出席董事 7 名，公司高级管理人员列席会 议。本次会议的召集、召开和表决程序符合有关法律、法规和《公司章程》的规 定，会议形成的决议合法有效。 （一）审议通过《关于公司符合向特定对象发行 A 股股票条件的议案》 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 发行注册管理办法》等法律、法规及规范性文件的规定，公司董事会经逐项自查， 认为公司符合有关法律、法规和规范性文件规定的关于上市公司向特定对象发行 股票的条件，不存在不得向特定对象发行股票的情形，具备申请向特定对象发行 股票的资 ...

Core Viewpoint - The company is adjusting its plan for a specific issuance of A-shares to certain investors, including changes in pricing, issuance quantity, and lock-up periods, in response to recent equity distributions and regulatory requirements [2][21][35]. Meeting Details - The fourth supervisory board meeting was held on July 18, 2025, with all five supervisors present, and the meeting complied with legal and regulatory requirements [1]. Issuance Plan Adjustments - The pricing benchmark date for the issuance is set as the date of the board meeting announcement, with the adjusted initial issuance price being 22.36 yuan per share, down from 22.56 yuan due to equity distributions [3][5][41]. - The maximum number of shares to be issued is adjusted to 22,361,359 shares, which does not exceed 30% of the company's total share capital prior to the issuance [7][37]. Lock-up Period Changes - The lock-up period for shares acquired in this issuance has been extended from 36 months to 48 months [10][43]. Financial Impact Analysis - The company has conducted a thorough analysis of the financial impact of the issuance on key metrics such as earnings per share, assuming various scenarios for net profit growth [21][23]. - The projected net profit for 2024 is 189.17 million yuan, with scenarios considering a 10% increase, no change, or a 10% decrease for 2025 [21]. Use of Proceeds - The funds raised from this issuance, not exceeding 500 million yuan, will be used to supplement working capital and repay bank loans, which is expected to enhance the company's financial structure and reduce financial risks [37][45]. Related Party Transactions - The issuance involves a related party transaction with Yuan Jiandong, a major shareholder and actual controller of the company, who will fully subscribe to the shares issued [35][39]. Compliance and Governance - The issuance plan has been reviewed and approved by the board and supervisory committee, ensuring compliance with relevant laws and regulations [49].

Core Viewpoint - The announcement discusses the impact of the company's planned issuance of A-shares to specific investors on immediate returns and outlines measures to mitigate potential dilution effects on shareholder returns [2][5]. Financial Impact Analysis - The company conducted a thorough analysis of the impact of the A-share issuance on key financial metrics, assuming no significant changes in the company's situation [2]. - As of December 31, 2024, the total share capital before the issuance is 42,246.66 million shares, which will increase to 44,482.80 million shares post-issuance [3]. - Three scenarios were analyzed for the projected net profit attributable to shareholders for 2025: a 10% increase, no change, and a 10% decrease compared to 2024 [4]. Scenario 1: No Growth - Net profit remains at 18,050.75 million yuan, resulting in diluted earnings per share of 0.44 yuan [4]. Scenario 2: 10% Growth - Net profit increases to 19,855.82 million yuan, leading to diluted earnings per share of 0.49 yuan [4]. Scenario 3: 10% Decline - Net profit decreases to 16,245.67 million yuan, resulting in diluted earnings per share of 0.40 yuan [4]. Necessity and Reasonableness of the Issuance - The issuance plan has undergone careful consideration and analysis, focusing on the feasibility of using the raised funds to support the company's core business and strategic development [5]. Measures to Mitigate Dilution Effects - The company plans to enhance its competitiveness by adhering to a "research-driven" and "internationalization" strategy, focusing on improving product quality and accelerating new product commercialization [6]. - Operational efficiency will be improved to reduce costs across various management areas, including production and financial management [6]. - A strict fundraising management system will be implemented to ensure proper use and oversight of the raised funds [7][8]. - The company aims to maintain a stable profit distribution system to strengthen investor return mechanisms [8]. Commitments from Relevant Parties - The controlling shareholders and management have made commitments to uphold shareholder rights and ensure compliance with relevant regulations, promising to bear legal responsibilities for any violations [10][11].

Meeting Overview - The 19th (temporary) meeting of the fourth Supervisory Board of Dongwu Securities was held on July 14, 2025, with 100% attendance of the supervisors [1] - The meeting was chaired by Wang Jinkang, and company executives were present [1] Resolutions Passed - The Supervisory Board approved the proposal regarding the company's compliance with the conditions for issuing A-shares to specific targets, with a unanimous vote of 6 in favor [2] - The proposal for the company to issue A-shares to specific targets was also approved, with the same unanimous vote [2] Issuance Details - The A-shares to be issued will have a par value of RMB 1.00 per share [2] - The issuance will be conducted after obtaining approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [2] Target Investors - The issuance will target specific investors, including the controlling shareholder Suzhou International Development Group and its concerted party Suzhou Yingcai Investment Group, among others [3] - Other investors will be determined based on their qualifications as per regulatory requirements [3] Pricing Mechanism - The pricing benchmark for the issuance will be the first day of the issuance period, with the price set at no less than 80% of the average trading price over the previous 20 trading days or the latest audited net asset value per share [4][5] Subscription and Limitations - The total number of shares issued will not exceed 30% of the company's total shares prior to the issuance, amounting to a maximum of 1,490,610,851 shares [6] - The controlling shareholders will not participate in the pricing process but will agree to subscribe at the market price determined through the bidding process [6] Fundraising and Utilization - The total amount to be raised from the issuance will not exceed RMB 6 billion, aimed at increasing the company's capital and enhancing its risk resistance and market competitiveness [8][9] - The funds will be used for projects aligned with the company's operational capabilities and will not lead to significant changes in the company's main business [9] Shareholding Restrictions - Shares acquired by specific investors will be subject to lock-up periods ranging from 6 to 60 months, depending on their shareholding percentage [7] Future Plans - The resolutions regarding the issuance and related reports will be submitted for approval at the company's shareholders' meeting [10][11][12]