证券代码：300757 证券简称：罗博特科 公告编号：2025-073 罗博特科智能科技股份有限公司（以下简称"公司"）第三届监事会第二十七 次会议于 2025 年 8 月 27 日在苏州工业园区唯亭街道港浪路 3 号罗博特科 A 栋 四楼会议室以通讯表决的方式召开。本次会议通知已于 2025 年 8 月 15 日以电子 邮件形式通知全体监事。本次会议应出席监事 3 人，实际出席监事 3 人。本次会 议由公司监事会主席张学强先生召集并主持，本次会议的召集、召开及表决程序 符合《公司法》及《公司章程》的有关规定，会议决议合法有效。 二、监事会会议审议情况 本次会议以记名方式投票表决，审议通过了以下事项： 经审核，监事会认为：董事会编制和审议的公司《2025 年半年度报告》及 《2025 年半年度报告摘要》的程序符合相关法律法规，报告内容真实、准确、 完整地反映了公司 2025 年上半年度经营的实际情况，不存在虚假记载、误导性 陈述或重大遗漏。 具体内容详见公司同日刊登于巨潮资讯网（http://www.cninfo.com.cn）的 《2025 年半年度报告》和《2025 年半年度报告摘要》。 表决结果：3 票 ...

证券代码：300757 证券简称：罗博特科 公告编号：2025-086 关于召开公司 2025 年第四次临时股东会的通知 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。 罗博特科智能科技股份有限公司（以下简称"公司"、"罗博特科"）于 2025 年 8 月 27 日召开了第三届董事会第三十一次会议，决定于 2025 年 9 月 15 日（星 期一）下午 14:00 召开公司 2025 年第四次临时股东会（以下简称"本次会议"）。 现将本次会议的有关情况通知如下： 一、召开会议的基本情况 董事会依据第三届董事会第三十一次会议决议召集本次股东会，符合《公司 法》《上市公司股东会规则》《深圳证券交易所创业板股票上市规则》等相关法 律法规及《公司章程》的规定。 罗博特科智能科技股份有限公司 （1）现场会议召开时间为：2025 年 9 月 15 日下午 14:00 开始； （2）网络投票时间为：2025 年 9 月 15 日，其中通过深圳证券交易所交易 系统投票的时间为：2025 年 9 月 15 日 9:15-9:25，9:30-11:30 和 13:00-15:00 ...

Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a stable and continuous profit distribution policy, focusing on cash dividends as the primary method of returning value to investors [1][2]. Group 1: Considerations for Shareholder Return Plan - The company emphasizes a sustainable profit distribution policy that balances investor returns with long-term business development [1]. - Factors influencing profit distribution include operational development, shareholder expectations, cash flow, and external financing conditions [1]. Group 2: Principles of Shareholder Return Plan - The plan prioritizes cash dividends and incorporates feedback from shareholders and independent directors [2]. - Cash dividends will be implemented when the company meets profitability and operational stability criteria, ensuring that distributions do not exceed available distributable profits [1][2]. Group 3: Profit Distribution Scheme and Execution - The company will submit profit distribution proposals to the shareholders' meeting for approval, including conditions and limits for mid-year cash dividends [2]. - Independent directors' opinions must be disclosed if not fully adopted by the board, ensuring transparency in decision-making [2]. Group 4: Specific Plans for Shareholder Returns (2025-2027) - The company may distribute profits through cash, stock, or a combination, with cash dividends preferred [3][4]. - Cash dividends will be distributed annually, with the possibility of mid-year distributions based on profitability and cash flow [4]. Group 5: Conditions for Cash Dividends - Cash dividends will be issued if the company has positive net profit after tax and sufficient cash flow, ensuring ongoing operational capability [4]. - A minimum of 20% of distributable profits will be allocated for cash dividends unless significant investment plans arise [4][5]. Group 6: Conditions for Stock Dividends - Stock dividends may be considered if the company faces cash flow constraints or needs to expand its capital base [5]. - The board may opt for stock dividends if the stock price does not align with the company's capital structure [5].

Group 1 - The company held its third board meeting on August 26, 2025, with all seven directors present, confirming the legality and effectiveness of the meeting [1][2] - The board approved the full text and summary of the 2025 semi-annual report, ensuring compliance with relevant regulations and confirming the accuracy of the report [2][3] - The board also approved a special report on the storage and use of raised funds, confirming that the usage complies with regulatory requirements [2][3] Group 2 - The company decided to recognize impairment provisions based on prudent principles, reflecting its financial status as of June 30, 2025 [3] - The board approved a proposal to change the registered capital and amend the company's articles of association, which will require shareholder approval [4] - The company plans to issue convertible bonds to unspecified investors, with a total amount not exceeding RMB 650 million, subject to shareholder approval [5][6] Group 3 - The proposed convertible bonds will have a term of six years, with an annual interest payment structure [6][7] - The initial conversion price for the bonds will be determined based on the average stock price prior to the announcement [8] - The company will adjust the conversion price in case of stock dividends or other corporate actions affecting share capital [9][10] Group 4 - The company has established rules for bondholder meetings to protect the rights and interests of bondholders [16][17] - The total amount of funds raised from the bond issuance will be used for specific projects, including precision forging and lightweight automotive components [19][20] - The company has committed to a three-year shareholder return plan to enhance transparency and protect shareholder rights [27][28]

Group 1 - The company has established a three-year shareholder return plan for 2025-2027 to enhance transparency and operability in profit distribution policies [1][2] - The plan emphasizes sustainable development and considers factors such as operational performance, future development goals, and shareholder expectations [1][2] - The company aims to implement a stable and continuous profit distribution policy, prioritizing cash dividends over stock dividends [2][3] Group 2 - The company will distribute at least 10% of its distributable profits as cash dividends annually, provided it meets certain conditions [2][3] - The cash dividend proportion varies based on the company's development stage and capital expenditure needs, with a minimum of 80% for mature stages without major expenditures [3][4] - The board of directors is responsible for proposing profit distribution plans, which must be approved by the shareholders' meeting, ensuring independent directors and minority shareholders' opinions are considered [3][4][5] Group 3 - In cases where cash dividends are not proposed, the board must provide specific reasons and disclose the intended use of retained earnings [4][5] - The company will utilize online voting for shareholders during meetings to facilitate communication, especially with minority shareholders [4][5] - Any adjustments to the profit distribution policy due to significant changes in the operating environment must be proposed by the board and approved by the shareholders' meeting [4][5]

Core Viewpoint - The company is holding a shareholder meeting on September 10, 2025, to discuss various resolutions, including amendments to its articles of association and governance rules, as well as a three-year shareholder return plan for 2025-2027 [1][2][12]. Group 1: Meeting Agenda - The meeting will include the announcement of attending shareholders and their represented shares, the agenda, and the voting process for various resolutions [1]. - A special resolution will be presented, and there will be a separate vote for minority shareholders holding less than 5% of shares [1][2]. - The meeting will conclude with the announcement of results and legal opinions from the attending lawyer [1]. Group 2: Amendments to Governance Documents - The company has proposed amendments to its articles of association, eliminating the supervisory board and transferring its powers to the audit committee of the board [2]. - Amendments to the rules governing shareholder meetings, board meetings, independent director work systems, related party transaction decision-making, external guarantee management, fundraising management, and external investment management have been approved [4][6][7][8][12]. - The revised documents are available on the Shanghai Stock Exchange website [2][4][6][7][8]. Group 3: Shareholder Return Plan - The company has developed a three-year shareholder return plan for 2025-2027, emphasizing a stable and continuous profit distribution policy [12][13]. - The plan prioritizes cash dividends, with a minimum of 15% of distributable profits to be allocated as cash dividends annually, and a cumulative minimum of 30% over the last three years [16]. - The company will ensure that the decision-making process for profit distribution includes input from shareholders, particularly minority shareholders [19][20].

Core Viewpoint - The company has proposed a mid-term profit distribution plan, aiming to enhance investor confidence and improve its market image, based on its strong profitability and strategic planning for shareholder returns [2]. Summary by Sections Profit Distribution Plan - The company plans to distribute a cash dividend of 1.00 RMB (including tax) for every 10 shares held, based on the total share capital registered on the equity distribution record date [1][2]. - As of the announcement date, the total share capital is 6,106,877,362 shares, leading to a total cash dividend distribution of 610,687,736.20 RMB (including tax), which represents a certain percentage of the net profit attributable to shareholders for the first half of 2025 [2]. Decision-Making Process - The company's board of directors approved the profit distribution plan during a meeting held on August 22, 2025, with a unanimous vote of 7 in favor and none against [3]. - The plan aligns with the company's profit distribution policy and previously disclosed shareholder return strategies, and it will be submitted for approval at the shareholders' meeting [3].

Core Viewpoint - The company held its 18th temporary meeting of the fifth supervisory board on August 22, 2025, to review several key proposals, including the 2025 semi-annual report and changes to governance structures [1][2]. Group 1: Meeting Resolutions - The supervisory board approved the 2025 semi-annual report, confirming that its preparation and review complied with legal and regulatory requirements [1]. - The board agreed to increase the daily related party transaction limit, with unanimous support [2]. - A proposal to abolish the supervisory board and amend the company’s articles of association and related rules was approved, pending shareholder meeting approval [2][3]. - The board also approved the establishment of relevant company systems [2]. - A three-year shareholder return plan for 2025-2027 was proposed, which will also require shareholder approval [2][3].

Core Viewpoint - Suzhou Jingfang Semiconductor Technology Co., Ltd. has established a shareholder return plan for the next three years (2025-2027) to enhance shareholder awareness and provide stable investment returns [1][2]. Summary by Sections Factors Considered in the Plan - The profit distribution policy is based on the company's current operations and sustainable development, considering industry trends, strategic planning, profitability, shareholder demands, social capital costs, external financing environment, and regulatory policies [1][2]. Principles of the Plan - The company will implement an active, continuous, and stable profit distribution policy, focusing on reasonable returns for investors while ensuring sustainable development [2][3]. Methods of Profit Distribution - The company will distribute profits through cash, stock, or a combination of both, with a preference for cash dividends when profitability and capital requirements allow [2][3]. Conditions and Proportions for Cash Dividends - Cash dividends will be distributed when the company has distributable profits of at least 20%, and there are no significant investment plans or cash expenditures that would affect profit distribution [2][3]. Differentiated Cash Dividend Policy - The board will consider industry characteristics, development stages, operational models, and significant capital expenditures to propose differentiated cash dividend policies, with minimum cash dividend ratios set at 80%, 40%, and 20% for different scenarios [2][3]. Conditions for Stock Dividend Distribution - Stock dividends may be proposed when the company's operational status is good, ensuring sufficient cash dividends are distributed first [3][4]. Interval for Profit Distribution - The company plans to conduct cash dividends annually after the shareholders' meeting, with the possibility of mid-term cash dividends based on profitability and funding needs [4][5]. Decision-Making Process and Mechanism - The board will submit profit distribution proposals to the shareholders' meeting, requiring a majority vote. Independent directors can express opinions if they believe the proposals may harm the company or minority shareholders [4][5]. Review and Adjustment Mechanism - The shareholder return plan will be reviewed at least every three years, with adjustments made based on changes in the company's development or legal regulations, ensuring alignment with relevant laws and the company's articles of association [5][6]. Other Matters - Any matters not covered in the plan will be executed according to relevant laws and regulations, with the board responsible for interpretation [5][6].

Group 1 - The board of directors of Suzhou Jingfang Semiconductor Technology Co., Ltd. held its 18th temporary meeting on August 15, 2025, to discuss various proposals [1] - The meeting approved the 2025 semi-annual report and its summary with a unanimous vote of 7 in favor [1] - The board approved an increase in daily related transaction limits, with 6 votes in favor, excluding the related director from voting [2] Group 2 - The board decided to abolish the supervisory board and amend the company's articles of association and related rules, requiring shareholder approval [2][3] - A new market value management system was established to enhance the company's market value management practices [3] - The board revised the working rules of various specialized committees to improve corporate governance [4] Group 3 - The board proposed the election of a new board of directors, with candidates nominated for both independent and non-independent director positions, pending shareholder approval [4][5] - A three-year shareholder return plan (2025-2027) was developed to clarify the company's profit distribution policies [5] - The board proposed to convene the first temporary shareholders' meeting of 2025 to review the approved proposals [5]