晶瑞电子材料股份有限公司 第四届监事会第四次会议决议公告 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 证券代码：300655 证券简称：晶瑞电材 公告编号：2025-081 债券代码：123031 债券简称：晶瑞转债 债券代码：123124 债券简称：晶瑞转 2 晶瑞电子材料股份有限公司（以下简称"公司"）第四届监事会第四次会议 于 2025 年 8 月 22 日在公司会议室以现场会议的方式召开。本次监事会会议通知 已于 2025 年 8 月 12 日以书面及电子邮件方式送达全体监事。会议由公司监事会 主席潘鉴先生召集并主持，会议应参与表决监事 3 人，实际参与表决监事 3 人， 公司董事会秘书列席了会议。本次会议的召集、召开符合有关法律、法规和《公 司章程》的规定。 二、监事会会议审议情况 经审议，监事会认为：董事会编制和审议《2025 年半年度报告》及其摘要 的程序符合法律、法规和中国证监会的有关规定，报告内容真实、准确、完整地 反映了公司 2025 年半年度经营的实际情况，不存在任何虚假记载、误导性陈述 或者重大遗漏。因此，同 ...

晶瑞电子材料股份有限公司 第四届董事会第八次会议决议公告 证券代码：300655 证券简称：晶瑞电材 公告编号：2025-080 债券代码：123031 债券简称：晶瑞转债 债券代码：123124 债券简称：晶瑞转 2 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 晶瑞电子材料股份有限公司（以下简称"公司"）第四届董事会第八次会议于 董事会会议通知已于 2025 年 8 月 12 日以书面及电子邮件方式送达全体董事。会 议由公司董事长李勍先生召集并主持，会议应出席董事 9 人，实际出席董事 9 人。 公司监事、高级管理人员列席了会议。本次会议的召集、召开符合有关法律、法 规和《公司章程》的规定。 二、董事会会议审议情况 《2025 年半年度报告摘要》的详细内容于 2025 年 8 《2025 年半年度报告》、 月 23 日 刊 登 在 中 国 证 监 会 指 定 的 创 业 板 信 息 披 露 网 站 巨 潮 资 讯 网 （www.cninfo.com.cn）。 本议案已经公司董事会审计委员会审议通过。 表决结果：9 票同意，0 票反 ...

Group 1 - The first extraordinary general meeting of shareholders for Jianmin Pharmaceutical Group Co., Ltd. is scheduled for July 30, 2025, at 14:00 in Wuhan [1][2] - The meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's shareholder meeting voting system [4][7] - The agenda includes the review and voting on the proposal to amend the company's articles of association [8][9] Group 2 - The meeting will be presided over by Vice Chairman Xu Liang, with Secretary of the Board Zhou Jie recording the minutes [1][2] - Shareholders or their legal representatives must register 30 minutes before the meeting and present necessary identification [6] - The voting process will include a break, followed by the announcement of voting results after the market closes at 15:00 [2][5] Group 3 - The proposed amendments to the articles of association aim to enhance corporate governance by removing the supervisory board and transferring its responsibilities to the audit committee [8][9] - New sections will clarify the roles and obligations of controlling shareholders and actual controllers, as well as the responsibilities of independent directors [9][21] - The amendments will also standardize the procedures for convening shareholder meetings and clarify the qualifications for directors and senior management [9][10]

Group 1 - The company has approved the establishment of an asset pool business with a total limit not exceeding RMB 100 million to enhance liquidity and asset management efficiency [1][2] - The asset pool business will involve the management of various financial assets such as certificates of deposit, acceptance bills, letters of credit, financial products, and accounts receivable [2][3] - The purpose of the asset pool business is to effectively activate financial assets, reduce capital occupation, and improve the efficiency of the company's current assets, ultimately maximizing shareholder value [2][4] Group 2 - The asset pool business will be conducted with reputable domestic commercial banks, ensuring a good cooperative relationship and leveraging the banks' asset pool service capabilities [2][3] - The company will implement risk control measures, including establishing a dedicated team to manage the asset pool and conducting audits to ensure the safety and liquidity of the pooled assets [3][4] - As of the announcement date, the company's external guarantee balance is RMB 53.72 million, accounting for 11.75% of the audited total assets for 2024, with no overdue guarantees reported [3][4]

Core Viewpoint - The company plans to continue its asset pool business with Zhejiang Commercial Bank, with a credit limit of 400 million yuan and a term of 12 months from the approval of the shareholders' meeting [1][2][3] Summary by Sections Asset Pool Business Overview - The asset pool business allows the company and its subsidiaries to manage and utilize their assets collectively, providing a comprehensive service platform for asset management and financing [1][2] - The financing limit for the asset pool is set at 400 million yuan, which accounts for 16.43% of the company's latest audited net assets of 2,435.31 million yuan [2][3] Guarantee Methods and Parties Involved - The company will provide maximum pledge guarantees, utilizing various forms of collateral such as certificates of deposit, bills, and margin deposits [2][3] - The maximum financing limit for the subsidiary, Guangdong Fuga Pharmaceutical Co., Ltd., is capped at 56 million yuan, with the company assuming joint liability for guarantees [3][4] Financial Status - As of March 31, 2025, the company's total assets were 427,768.32 million yuan, with net assets of 254,548.31 million yuan and a debt-to-asset ratio of 40.15% [5] - The subsidiary, Guangdong Fuga Pharmaceutical Co., Ltd., reported total assets of 58,102.82 million yuan and net assets of 4,952.81 million yuan as of March 31, 2025 [6] Agreements and Contracts - The company intends to sign a cooperation agreement with Zhejiang Commercial Bank for the asset pool business, which includes provisions for collateral rights and various financing methods [7][8] - A guarantee agreement will be established with Guangzhou Hongshan Investment Co., Ltd., which will pledge its entire equity in Fuga Pharmaceutical as collateral for financing within the asset pool limit [8][9] Impact and Risk Control - The asset pool business is expected to enhance the efficiency of the company's bill assets, reduce financial costs, and maximize shareholder equity [9][10] - The company will implement measures to manage liquidity risks associated with the asset pool, including tracking the collection of pledged bills and ensuring timely repayments [10][11]

Core Points - The company reported a revenue of 3.068 billion yuan for the first quarter of 2025, representing a year-on-year decline of 22.3% [22] - The net profit for the same period was 9.18 million yuan, down 97.2% year-on-year, indicating a significant decrease in profitability [22] - The board of directors and management have been urged to enhance operational management, expand revenue, and control costs to improve performance and protect shareholder interests [22] Financial Data - The company confirmed that the quarterly report is accurate, complete, and free from any misleading statements or omissions [2][3] - The first quarter report was not audited [16] - The company does not have any non-recurring gains or losses to report for the quarter [3] Shareholder Information - The company has a total of 10 billion yuan registered for issuing medium-term notes and short-term financing bonds, with the latter being registered for a total of 1 billion yuan [7][9] - The company has approved a guarantee plan for 2024, with a total guarantee amount not exceeding 24.4 billion yuan [10] - The company is currently in the process of board and supervisory committee member re-election, which is not expected to adversely affect operations [13] Other Important Matters - The company has initiated a share buyback plan for both A-shares and B-shares, with the buyback period set for twelve months [14] - The company is involved in a legal case regarding a 171 million yuan talent introduction fund, currently under appeal [12]