Meeting Overview - The 11th meeting of the 4th Supervisory Board of Shanghai Aiwei Electronics Technology Co., Ltd. was held on July 27, 2025, in a combination of on-site and communication methods, with all three supervisors present, making the meeting valid and effective [1][2]. Key Resolutions - The Supervisory Board approved the proposal regarding the company's compliance with the conditions for issuing convertible bonds to unspecified objects, confirming that the company meets the legal requirements for such issuance [1][2]. - The company plans to issue up to 19,013,200 convertible bonds, with a total fundraising amount not exceeding RMB 190,132,000, and each bond will have a face value of RMB 100 [2][3]. - The bonds will have a duration of six years from the date of issuance, with interest paid annually [3][4]. Interest Rate and Payment Terms - The interest rate for the bonds will be determined by the Board of Directors based on market conditions and will be paid annually, with the principal returned at maturity [3][4]. - The calculation for annual interest is defined, and the payment will occur within five trading days after each interest payment date [4][5]. Conversion Terms - The conversion period for the bonds will start six months after issuance and last until the maturity date, allowing bondholders to convert their bonds into shares [5][6]. - The initial conversion price will be based on the average trading price of the company's A-shares over the previous twenty trading days [5][6]. Redemption and Buyback Provisions - The company will redeem all unconverted bonds within five trading days after maturity, and it has the right to redeem bonds under certain conditions during the conversion period [9][11]. - Bondholders have the right to sell back their bonds to the company at face value plus accrued interest if specific conditions regarding stock price are met [11][12]. Fund Utilization - The total investment for the projects funded by the bond issuance is RMB 245,460,500, with the raised funds allocated to specific projects [15][16]. - The company will manage the raised funds in a dedicated account and has established a fundraising management system [15][16]. Additional Proposals - The company has proposed various reports and plans related to the bond issuance, including feasibility studies and the impact on shareholder returns, which will be submitted for shareholder approval [19][20][21]. - The company also plans to revise its articles of association to reflect changes in registered capital and other governance matters [23][24].

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, aiming to raise funds while addressing the potential dilution of immediate returns for existing shareholders through specific compensation measures [1][6][13]. Financial Impact Analysis - The company estimates a maximum issuance of 1,901.32 million yuan, with the actual amount depending on regulatory approvals and market conditions [2]. - The projected net profit for the parent company is 254.88 million yuan for 2025, with scenarios predicting growth rates of 0%, 10%, and 20% for subsequent years [2][4]. - The total share capital will increase from 232,669,339 shares to 260,708,806 shares if all bonds are converted [3][4]. Measures to Mitigate Dilution - The company will enhance its profitability and development potential by expanding its business scale and improving product competitiveness [10]. - It will ensure effective use of raised funds and manage them according to regulatory requirements to minimize the risk of dilution [11][12]. - The company has committed to a robust profit distribution policy to strengthen investor returns [12]. Business Context - The company specializes in integrated circuit design, focusing on high-performance mixed-signal, power management, and signal chain chips, with applications in consumer electronics, AIoT, industrial, and automotive sectors [7][9]. - The fundraising project aligns with the company's core business and aims to establish a global R&D center to support future product development [7][8]. Human and Technical Resources - The company has a strong talent pool, with 646 technical staff, 552 of whom are in R&D, ensuring a solid foundation for innovation [8]. - It has accumulated significant intellectual property, holding 649 patents, including 412 invention patents, which supports its competitive edge in the market [8]. Commitment from Stakeholders - The controlling shareholders and management have made commitments to uphold the measures designed to mitigate the dilution of immediate returns, ensuring accountability and adherence to regulatory standards [13][14].

证券代码：688798 证券简称：艾为电子 公司董事会对本次向不特定对象发行可转换公司债券的说明，任何与之相反的声 明均属不实陈述。 上海艾为电子技术股份有限公司 Shanghai Awinic Technology Co., Ltd. （上海市闵行区秀文路 908 弄 2 号 1201 室） 向不特定对象发行可转换公司债券预案 二〇二五年七月 上海艾为电子技术股份有限公司 向不特定对象发行可转换公司债券预案 声明 假记载、误导性陈述或重大遗漏，按照诚信原则履行承诺，并承担相应的法律责 任。 由公司自行负责；因本次向不特定对象发行可转换公司债券引致的投资风险由投 资者自行负责。 专业顾问。 转换公司债券相关事项的实质性判断、确认、批准或注册。本预案所述本次向不 特定对象发行可转换公司债券相关事项的生效和完成尚待公司股东大会审议、上 海证券交易所发行上市审核并报经中国证券监督管理委员会（以下简称"中国证 监会"）注册，且最终以中国证监会注册的方案为准。 上海艾为电子技术股份有限公司 向不特定对象发行可转换公司债券预案 释义 在本预案中，除非文义另有所指，下列简称具有如下含义： 公司/本公司/艾为电子/发行 指 ...

Core Viewpoint - The company is preparing to issue convertible bonds to unspecified investors, with a total fundraising target of up to RMB 595 million, to support its investment projects and ensure compliance with relevant regulations [9][17][24]. Group 1: Meeting Procedures - The meeting will have a secretariat responsible for procedural matters [1]. - Attendees must verify their identity and sign in 30 minutes before the meeting starts [2]. - The meeting will follow a specific agenda, allowing shareholders to express their opinions and vote on the proposed resolutions [3][4]. Group 2: Bond Issuance Details - The proposed convertible bonds will be issued at a face value of RMB 100 each, with a term of 6 years [9][10]. - The total amount to be raised is capped at RMB 595 million, which will be allocated to specific investment projects [17][22]. - The bonds will be convertible into A-shares listed on the Shanghai Stock Exchange [9][10]. Group 3: Use of Proceeds - The funds raised will primarily be used for the investment in a new intelligent terminal component project and the establishment of an intelligent manufacturing center [17][22]. - If the actual funds raised are less than the planned amount, the company will adjust the allocation based on project urgency and importance [22]. Group 4: Shareholder Rights and Protections - Shareholders will have the right to vote on the bond issuance and related matters, including measures to mitigate any dilution of immediate returns [27][28]. - The company has committed to ensuring that the interests of minority investors are protected throughout the bond issuance process [28]. Group 5: Regulatory Compliance - The bond issuance plan has been approved by the company's board and supervisory board, and it complies with relevant laws and regulations [24][26]. - The company will publish detailed reports and analyses regarding the bond issuance on the Shanghai Stock Exchange's website [27][32].

Group 1 - The company plans to issue convertible bonds to meet funding needs, expand operations, and enhance competitiveness [2][3][9] - The convertible bonds will be listed on the Shenzhen Stock Exchange and will be offered to unspecified investors, with existing shareholders having priority [3][4][5] - The total amount to be raised through this issuance will not exceed RMB 173,400 million, which will be used for a project to produce 200,000 tons of lithium battery anode materials [11][15][25] Group 2 - The company has demonstrated a sound organizational structure and has met the requirements for issuing convertible bonds under relevant laws [9][24] - The average distributable profit over the last three years is sufficient to cover the interest on the bonds, with figures of RMB 128,945.45 million, RMB 72,290.50 million, and RMB 83,832.71 million [10][24] - The company has a reasonable asset-liability structure and normal cash flow, with debt ratios of 41.41%, 23.64%, and 32.38% [10][11] Group 3 - The company has maintained profitability over the last three years, with net profits of RMB 128,144.33 million, RMB 71,327.50 million, and RMB 80,855.43 million [11][25] - The issuance plan has been carefully considered by the board and is expected to benefit the company and all shareholders [27] - The company has established measures to mitigate the dilution of immediate returns for existing shareholders [28]

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, aiming to analyze the impact on immediate returns and propose measures to mitigate any dilution effects on shareholders [1][2][3] Financial Impact Analysis - The issuance is expected to affect key financial metrics, with scenarios analyzed based on net profit remaining flat, increasing by 10%, or decreasing by 10% compared to the previous year [2][3] - The total share capital will increase from 160,241,309 shares to 184,963,692 shares post-issuance [3] Scenarios of Net Profit Impact - Scenario 1: If net profit remains flat, diluted earnings per share (EPS) will decrease from 0.47 to 0.40 [4] - Scenario 2: If net profit increases by 10%, diluted EPS will rise to 0.49 [4] - Scenario 3: If net profit decreases by 10%, diluted EPS will drop to 0.33 [4] Necessity and Feasibility of the Issuance - The issuance is deemed necessary and feasible as it supports the company's long-term development and enhances its competitive position in the industry [6] - The funds will be used for projects that align with the company's core business, including the development of new lightweight materials and advanced manufacturing technologies [6][10] Market and Technical Preparedness - The company has established strong relationships with major clients in the consumer electronics sector, ensuring a solid market foundation for the new projects [9][10] - The company has a robust technical reserve, with over 60 patents, and is well-prepared to implement the new projects effectively [7][8] Measures to Mitigate Dilution Effects - The company plans to enhance its governance structure and internal controls to ensure effective use of the raised funds [11] - A commitment to accelerate project implementation and improve the efficiency of fund usage is outlined [12] - The company will also strengthen its profit distribution policy to enhance shareholder returns [13] Commitments from Key Stakeholders - The controlling shareholders and management have made commitments to uphold the measures to mitigate dilution and protect shareholder interests [13][14]

Core Viewpoint - The company has adjusted its plan for issuing convertible bonds, including changes in the number of bonds, total issuance scale, and the use of raised funds [2][3][5] Group 1: Issuance Details - The number of convertible bonds to be issued has been adjusted from a maximum of 5,812,500 to 5,625,000 [2][3] - The total amount of the convertible bond issuance has been revised from RMB 58,125.00 million to RMB 56,250.00 million [3][5] Group 2: Fund Utilization - The net amount of raised funds (after deducting issuance costs) will be used for specific projects, with the total investment amount adjusted from RMB 58,334.98 million to RMB 56,459.98 million [3][5] - The company will prioritize the use of raised funds based on the importance and urgency of the projects, and any shortfall will be addressed through self-raised funds [4][5] Group 3: Regulatory Compliance - The issuance plan is subject to approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [6]

Group 1 - The company received a second round inquiry letter from Shenzhen Stock Exchange regarding its application to issue convertible bonds to unspecified objects on July 7, 2025 [1] - The company has responded to the inquiry letter by addressing each question raised and has disclosed the detailed response on July 9, 2025 [1] - The issuance of convertible bonds is subject to approval from Shenzhen Stock Exchange and the China Securities Regulatory Commission, with the timeline for approval remaining uncertain [2] Group 2 - The company assures that the information disclosed is true, accurate, and complete, with no false records or misleading statements [1] - The company will fulfill its information disclosure obligations in accordance with relevant laws and regulations as the situation progresses [2]

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, with a total amount not exceeding RMB 880 million, to support its operational and investment needs [5][16]. Group 1: Issuance Overview - The type of securities to be issued is convertible bonds that can be converted into the company's A-share stock [5]. - The total issuance amount is capped at RMB 880 million, with the specific amount to be determined by the board of directors [5][16]. - Each bond will have a face value of RMB 100 and will be issued at par [6]. Group 2: Terms and Conditions - The bonds will have a maturity period of six years from the date of issuance [6]. - The interest will be paid annually, with the principal and final year's interest due at maturity [6][7]. - The conversion period for the bonds will start six months after issuance and end at maturity [7]. Group 3: Financial Information - As of March 31, 2025, the company's total assets amounted to approximately RMB 2.52 billion, with total liabilities of about RMB 671 million [20][21]. - The company's net profit for the first quarter of 2025 was approximately RMB 10.74 million, showing a significant increase compared to previous years [23]. Group 4: Use of Proceeds - The proceeds from the bond issuance will be allocated to various projects, with a total investment requirement of approximately RMB 993.75 million [17][18]. - The company has the authority to adjust the allocation of funds based on actual project needs, should the proceeds be less than anticipated [18].

Core Viewpoint - Changzhou Aohong Electronics Co., Ltd. is responding to the Shanghai Stock Exchange's inquiry regarding its application for issuing convertible bonds, specifically addressing financial and accounting issues related to its fundraising project for a production base in Thailand [1][2]. Group 1: Financing Scale and Effectiveness - The project aims to construct a production base in Thailand with a total investment of 595.04 million yuan, which includes building construction, site decoration, hardware equipment, and other costs. The project is expected to achieve an average annual revenue of 663.2 million yuan after reaching full production capacity, with a pre-tax internal rate of return of 13.77% and a payback period of 7.39 years [2][3]. - The project will have an annual production capacity of 1.2 million square meters for single-sided, double-sided, and multi-layer boards, with a total construction area of 70,574 square meters [8][10]. Group 2: Investment Breakdown - The investment breakdown for the project includes: - Construction costs: 157.51 million yuan, covering main factory buildings, auxiliary buildings, and employee living quarters [5][6]. - Hardware equipment costs: 384.28 million yuan, for production, testing, and storage equipment [6][7]. - Software tools: 2.5 million yuan for production management and control software [8]. - Other construction costs: 29.83 million yuan for land acquisition and management fees [8]. - Contingency costs: 2.82 million yuan, calculated as 0.5% of the project costs [8]. Group 3: Comparison with Industry Standards - The unit construction cost for the project is approximately 0.25 million yuan per square meter, which is within the reasonable range compared to similar projects in the region, where costs range from 0.21 to 0.45 million yuan per square meter [15][16]. - The project’s equipment investment per unit capacity is 320.23 yuan per square meter, which is lower than the average of 451.75 yuan per square meter for comparable projects in the industry, indicating a reasonable investment strategy [12][14].