茂名石化实华股份有限公司 第十三届董事会独立董事专门会议 2025 年第二次会 议决议 茂名石化实华股份有限公司(以下简称"公司")第十三 届董事会独立董事专门会议 2025 年第二次会议于 2025 年 8 月 29 日上午在公司会议室以现场结合通讯表决的方式召开。 本次会议已于 2025 年 8 月 26 日以电话、电子邮件等方式通 知全体独立董事。 本次会议应出席独立董事 3 人，实际出席独立董事 3 人， 其中参加通讯表决独立董事 3 人。会议的召集、召开符合《公 司法》及《公司章程》的规定。会议经过讨论，通过了以下 议案: 一、《关于公司符合向特定对象发行 A 股股票条件的议 案》 经核查，我们认为：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》 等相关法律、法规及规范性文件的规定，对照申请向特定对 象发行 A 股股票的要求对公司实际情况进行自查后，我们认 为公司符合向特定对象发行 A 股股票的各项资格和条件。因 此，我们同意《关于公司符合向特定对象发行 A 股股票条件 的议案》。 表决结果：赞成票 3 票，反对票 0 票，弃权票 0 票。 - 1 - 二、《 ...

茂名石化实华股份有限公司（以下简称"公司"）第十 三届董事会第十次临时会议于 2025 年 8 月 29 日以现场结合 通讯表决方式召开。本次会议的通知于 2025 年 8 月 26 日以 电子邮件方式送达全体董事和高级管理人员。公司董事会共 有 9 名董事，9 名董事均以现场结合通讯表决方式参加会议。 本次会议由公司董事长王志华先生召集，公司董事长王志华 先生、副董事长许军先生工作出差通讯表决，会议由过半数 董事共同推举公司董事、总经理龙起龙先生主持。本次会议 的通知、召开以及参会董事人数均符合相关法律、行政法规、 部门规章、规范性文件、深圳证券交易所业务规则和《公司 章程》的有关规定。 证券代码：000637 证券简称：茂化实华 公告编号：2025-037 茂名石化实华股份有限公司 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。 一、董事会会议召开情况 二、董事会会议审议情况 本次会议审议通过了以下议案： - 1 - 根据《公司法》《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、行政法规、部门规章及规范性文件的 ...

Core Viewpoint - The company plans to issue up to 155,962,606 A-shares to raise no more than 531.8324 million yuan to supplement working capital, aiming to enhance its capital strength and profitability [1][2][3]. Group 1: Background and Purpose of the Issuance - The issuance is a response to the company's transition to a state-controlled enterprise and aims to address the challenges posed by a slowing global economy and a difficult chemical market [1][2]. - The funds raised will improve the company's asset-liability structure and support its development strategy, ensuring sustainable growth [2][3]. Group 2: Necessity of the Issuance - The issuance of A-shares is deemed necessary to alleviate liquidity pressure and support core business growth, enhancing the company's risk resistance and core competitiveness [3][5]. - Compared to debt financing, equity financing is more favorable for optimizing the capital structure and reducing financial risks [5]. Group 3: Selection of Issuance Objects - The issuance is directed solely at the controlling shareholder, Maoming Port, which aligns with regulatory requirements [6]. - The selection of a single entity as the issuance object is appropriate and complies with relevant regulations [6]. Group 4: Pricing Principles and Methods - The issuance price is set at 3.41 yuan per share, which is not lower than 80% of the average stock price over the previous 20 trading days [7][8]. - The pricing method and procedures have been conducted in accordance with regulatory requirements [8]. Group 5: Feasibility of the Issuance - The issuance complies with the Securities Law and relevant regulations, ensuring that it is conducted legally and feasibly [8][9]. - The company has followed necessary procedures for disclosure and approval, ensuring transparency and compliance [15][16]. Group 6: Fairness and Reasonableness of the Issuance Plan - The issuance plan has been approved by the board and is designed to benefit all shareholders without harming their interests [15][16]. - The plan will be subject to a fair vote by shareholders, ensuring that all voices are heard [16]. Group 7: Impact on Immediate Returns and Mitigation Measures - The company has conducted a thorough analysis of the impact on immediate returns and has proposed specific measures to mitigate any potential dilution of shareholder value [17].

Group 1 - The company plans to issue A-shares to a specific target, with the total amount raised not exceeding RMB 531.8324 million, which will be used to supplement working capital [4][15][29] - The issuance has been approved by the company's board and is subject to further approval from the shareholders' meeting and regulatory authorities [2][21] - The controlling shareholder, Maoming Port, will subscribe to the shares using cash and has signed a conditional subscription agreement [2][29] Group 2 - The issuance price is set at RMB 3.41 per share, which is not less than 80% of the average stock price over the 20 trading days prior to the pricing benchmark date [3][30] - The maximum number of shares to be issued is capped at 155,962,606 shares, which is not more than 30% of the company's total share capital before the issuance [17][30] - The shares subscribed by Maoming Port will be subject to a lock-up period of 36 months from the date of issuance [6][32] Group 3 - The issuance will not change the company's control, as Maoming Port will remain the controlling shareholder after the issuance [20][28] - The company is focused on enhancing its asset quality and achieving high-quality development in line with national capital market reforms [12][14] - The company operates in the petrochemical industry, producing various chemical products and is strategically located near major economic zones, providing a competitive advantage [13][14]

Group 1 - The board of directors of Hangzhou Garden Greening Co., Ltd. held its fourth meeting of the fifth session on August 29, 2025, via communication voting, with 7 directors present [1] - The board approved the 2025 semi-annual report and its summary, which had been reviewed by the audit committee [1] - The board approved a proposal to apply for a comprehensive credit limit of up to RMB 300 million from non-bank institutions to support the company's operational needs [2] Group 2 - The board confirmed that the company meets the conditions for issuing A-shares to specific targets through a simplified procedure [2][3] - The board approved the plan for issuing A-shares to specific targets, including details on the type of shares, issuance method, and pricing principles [3][4] - The board approved the feasibility analysis report for the use of funds raised from the A-share issuance [5] Group 3 - The board approved a report on the use of previously raised funds, which will be submitted to the shareholders' meeting for review [5][6] - The board approved a proposal regarding the dilution of immediate returns due to the A-share issuance and measures to compensate for this dilution [6] - The board approved a three-year dividend return plan for shareholders from 2025 to 2027 [6][7] Group 4 - The board approved a proposal to hold the third extraordinary shareholders' meeting of 2025 [7]

Core Viewpoint - Jiangsu Southern Precision Engineering Co., Ltd. has announced an adjustment to its plan for issuing A-shares to specific investors, reducing the total amount of funds to be raised from a maximum of 201.76 million yuan to 187.53 million yuan [2][4][8] Group 1: Issuance Details - The company held several meetings to discuss and approve the issuance of A-shares, with the latest meeting on August 28, 2025, where the adjustment was made [2][4] - The adjusted total amount to be raised is capped at 187.53 million yuan, which is a decrease from the previous cap of 201.76 million yuan [3][4] - The maximum number of shares to be issued will not exceed 30% of the company's total share capital prior to the issuance [3][4] Group 2: Fund Utilization - The funds raised will be allocated entirely to specific projects, with the total investment amount for these projects being 366.09 million yuan [6][7] - The company may use self-raised funds for project investments before the raised funds are available, and will replace these with the raised funds once they are received [8] - If the actual funds raised are less than the proposed investment amounts, the board will adjust the investment priorities and amounts accordingly [8]

Core Viewpoint - Jiangsu Southern Precision Engineering Co., Ltd. is planning to issue A-shares to specific investors, which may dilute immediate returns, and the company has outlined measures to mitigate this impact [2][3][4]. Financial Impact Analysis - The company estimates that the total amount raised from the issuance will be approximately 187.53 million yuan, with an assumed issuance price of 17.51 yuan per share, leading to an estimated issuance of about 10.71 million shares [4][5]. - The projected net profit attributable to shareholders for 2025 is expected to grow by 10% compared to 2024, resulting in a basic earnings per share (EPS) of 0.34 yuan post-issuance [5][6]. - If the net profit remains flat compared to 2024, the basic EPS would remain at 0.31 yuan post-issuance [6]. Necessity and Feasibility of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development, specifically in precision braking and transmission components, and precision industrial bearing production lines [8]. - The company has a well-established team with extensive experience in the precision machinery sector, ensuring the successful implementation of the fundraising projects [9]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance production and sales of existing products to improve profitability [10]. - Governance structures will be improved to ensure shareholder rights are protected and to facilitate effective decision-making [10]. - The company will accelerate the investment project timelines and utilize self-raised funds prior to the issuance to ensure project continuity [11]. - A robust management system for the raised funds will be established to ensure compliance and effective use [11]. - The profit distribution system will be refined to strengthen investor return mechanisms, ensuring adherence to cash dividend policies [12]. Commitments from Key Stakeholders - The controlling shareholders and management have committed to ensuring the effectiveness of the measures to mitigate the dilution of immediate returns and to comply with regulatory requirements [12][13].

Core Viewpoint - The company is issuing A-shares to specific investors, which will dilute immediate returns but aims to enhance long-term growth and financial stability through strategic investments in key projects [1][5][10]. Financial Impact - The total amount raised from the issuance is approximately 5.91 billion yuan, which will be used for specific projects [2][5]. - The issuance will increase the total share capital from 5,583,147,471 shares to 7,258,091,712 shares [3]. - The basic earnings per share (EPS) before the issuance is 0.1138 yuan, which is projected to decrease to 0.0876 yuan post-issuance under a scenario where 2025 profits remain flat compared to 2024 [3][4]. Use of Proceeds - 70% of the raised funds will be allocated to the Iraq Basra seawater pipeline project and the UAE Abu Dhabi gas pipeline project, while 30% will be used to supplement working capital [9][11]. - The projects are aligned with the company's core business and national industrial policies, expected to enhance service capabilities and profitability [9][11]. Strategic Importance - The projects are crucial for developing oil and gas resources in Iraq and the UAE, which are rich in reserves but face challenges in infrastructure and technology [7][8]. - The company aims to strengthen its international competitiveness and expand its market presence through these investments [7][8]. Risk Mitigation Measures - The company has established a management plan for the raised funds to ensure compliance and effective use [14]. - It will adhere to a profit distribution policy to protect investor returns and mitigate the dilution of immediate returns [15]. Commitment to Investors - The board and senior management have committed to ensuring the effectiveness of the measures to mitigate the dilution of immediate returns [16].

Core Viewpoint - The announcement confirms that China Petroleum Engineering Group Co., Ltd. will issue A-shares to specific investors without providing financial assistance or compensation to them [1] Group 1 - The company held its ninth board meeting on August 28, 2025, where it approved the issuance of A-shares to specific investors [1] - The company assures that there are no commitments to guarantee returns or provide financial support to the investors participating in the issuance [1] - The announcement emphasizes the absence of any direct or indirect financial assistance or compensation to the investors from the company or related parties [1]

Group 1 - The company will hold a shareholder meeting on September 15, 2025, to discuss various proposals, including the issuance of A-shares to specific targets and the future three-year shareholder return plan [2][4][11] - The voting method for the meeting will combine on-site and online voting, with specific time slots for each [1][2] - The company has outlined the procedures for shareholders to participate in the voting process, including the use of the Shanghai Stock Exchange's online voting system [1][6][10] Group 2 - The agenda includes proposals for the issuance of A-shares, feasibility analysis of the raised funds, and commitments regarding shareholder returns [2][4][11] - The company will also address the previous fundraising usage report and the allocation of new funds towards technology innovation [5][11] - The meeting will allow shareholders to authorize the board to handle matters related to the stock issuance [4][11]