股票代码：600372 股票简称：中航机载 编号：2025-061 中航机载系统股份有限公司 第八届董事会 关于补选公司非独立董事的公告 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。 中航机载系统股份有限公司（以下简称公司）于2025年9月26日召开第八届董事会2025年度第八次会 议，审议通过了《关于审议增补公司非独立董事的议案》。根据相关法律法规及《中航机载系统股份有 限公司章程》的规定，经公司董事会提名委员会审核，提名刘东星先生为公司第八届董事会非独立董事 候选人选，任期自股东会通过之日起至本届董事会届满之日止。 在提交本次董事会审议前，该议案已经公司董事会提名委员会审议通过。董事会提名委员会认为：刘东 星先生符合担任上市公司非独立董事的条件，不存在《中华人民共和国公司法》规定的不得担任公司董 事的情形，或者被中国证监会确定为市场禁入者且尚未解除的情形，不存在上海证券交易所认定不适合 担任上市公司董事的其他情况。我们认为刘东星先生具备担任公司董事的资格和能力，同意提交公司董 事会审议。 上述事项尚需提交股东会审议。 特 ...

Core Viewpoint - The company announced a delay and suspension of certain fundraising investment projects due to market demand and operational adjustments, while ensuring that the essential aspects of the projects remain unchanged [1][5][6]. Fundraising Overview - The company raised approximately RMB 1.999 billion through a non-public issuance of 222,469,410 shares at a price of RMB 8.99 per share, with a net amount of RMB 1.979 billion remaining after expenses [1][2]. - As of June 30, 2025, the balance of the fundraising account was RMB 721.34 million, including interest of RMB 89.18 million [2][3]. Project Adjustments - The company has adjusted its fundraising usage plan, with specific projects experiencing delays in reaching their intended operational status [2][3]. - The projects affected include the "Commercial Vehicle Intelligent Engine Project," "New Generation High-Power Marine Engine Project," and "New Energy Electric Drive Bridge Project," with revised completion dates extending into 2026 and 2027 [3][4]. Reasons for Delays and Suspensions - Delays are attributed to market demand fluctuations and changes in customer requirements, impacting project timelines [3][5]. - The "New Generation Intelligent Heavy Truck Project" has been suspended due to the freezing of related funds by the court and ongoing bankruptcy restructuring proceedings for the subsidiary involved [5][6]. Impact on Company Operations - The delays and suspensions are deemed necessary decisions based on actual project progress and market conditions, with no substantial impact on the overall implementation of the projects or shareholder interests [5][6]. - The company maintains that these adjustments will not adversely affect its normal operations and are aligned with its strategic objectives [5][6]. Decision-Making Process - The decisions regarding project delays and suspensions were approved by the company's board and audit committee, following necessary regulatory procedures [6][7].

Core Viewpoint - The board of directors of Henan Power Diamond Co., Ltd. has made several important decisions regarding fundraising projects, governance structure, and the upcoming shareholder meeting, all aimed at ensuring the company's compliance with legal regulations and enhancing operational efficiency [1][2][3][4][5][6][7][8][9]. Group 1: Fundraising Projects - The board approved the addition of implementation entities and locations for the "Power Phase II Diamond and Cultivated Diamond Intelligent Factory Construction Project," confirming that this will not change the purpose of the raised funds or adversely affect the project's implementation [1][2]. - The board also approved a delay in the fundraising project, stating that this decision aligns with actual operational needs and will not impact the company's normal operations or long-term development plans [2][3]. Group 2: Governance Structure - The board unanimously agreed to amend the company's articles of association and related governance documents to comply with updated legal requirements, including the cancellation of the supervisory board [3][4][5][6][7][8]. - The board approved revisions to various internal management systems, including the management of related party transactions and external guarantees, to enhance governance and operational transparency [5][6][7][8]. Group 3: Shareholder Meeting - The board proposed to hold the first extraordinary general meeting of 2025 on August 15, 2025, to review the resolutions passed during the board meeting [8][9].

Group 1 - The company announced a share repurchase plan with a total budget of 200 million to 400 million RMB, aiming to enhance shareholder value and align interests among stakeholders [2][3] - The first repurchase was executed on June 9, 2025, with 2,346,384 shares bought back at prices ranging from 23.22 RMB to 23.77 RMB per share, totaling approximately 54.99 million RMB [3] Group 2 - The company completed the fundraising project for the "Research and Office Center Construction Project," which has reached the predetermined usable state [8][11] - The total amount raised from the initial public offering was approximately 2.37 billion RMB, with a net amount of about 2.06 billion RMB after deducting issuance costs [8][12] - The company has made changes to several fundraising projects, including reallocating funds from the "Annual Production of 2000 Tons of High-Purity Quartz Sand Project" to the "Functional New Material Silicon-Based Precursor Project (Phase I)" [9][18] Group 3 - The company signed a four-party supervision agreement for the storage of fundraising special accounts, ensuring that the funds are used solely for the designated project [13][14] - Three fundraising special accounts have been canceled as the respective projects have been completed, and surplus funds have been transferred to the company's general account for working capital [16][17]

Core Points - The company held the 23rd meeting of the third Supervisory Board on June 27, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1] - The Supervisory Board unanimously approved the proposal to postpone certain fundraising investment projects, stating that the decision was made based on objective circumstances and would not adversely affect the company's normal operations or long-term development [1][2] - The company also approved a proposal to change part of the fundraising investment projects, reallocating unused funds and interest amounting to 174.842 million yuan to a new project for the construction of a packaging carton production base in Thailand, which aligns with the company's long-term development strategy [2][3] Summary of Proposals - The proposal to postpone certain fundraising investment projects was based on the need for careful consideration of the project's implementation process, ensuring it aligns with the company's operational status and future development needs [1] - The change in fundraising investment projects involved reallocating 17.484 million yuan of unused funds and interest to a new project, which is expected to enhance the efficiency of fund usage and support the company's long-term growth [2] - Both proposals were approved unanimously by the Supervisory Board and will be submitted for review at the company's first extraordinary general meeting of shareholders in 2025 [3]