Core Points - The legal opinion letter confirms that the procedures for convening and holding the second extraordinary general meeting of Jiangsu Huachen Transformer Co., Ltd. comply with relevant Chinese laws and regulations as well as the company's articles of association [1][3][6] - The meeting utilized a combination of on-site and online voting methods, with a total of 432 shareholders participating, representing 121,054,277 shares, which is 72.9772% of the total voting shares [4][5] - The meeting's resolutions included the cancellation of the supervisory board and amendments to the company's internal management system, with the special resolutions passing with over two-thirds of the voting shares in favor [5][6] Summary by Sections Meeting Procedures - The meeting was convened by the board of directors, and the notice was announced more than fifteen days prior to the meeting date, meeting legal requirements [3][4] - The voting took place both on-site and through the Shanghai Stock Exchange's online voting system during specified trading hours [4] Voting Participation - A total of 7 shareholders participated in the on-site voting, representing 120,000,000 shares, while the combined results from on-site and online voting were verified by the Shanghai Stock Exchange Information Network Co., Ltd. [5] Voting Results - The meeting passed several resolutions, including the cancellation of the supervisory board and amendments to the articles of association, with the required majority achieved for both ordinary and special resolutions [6]

Meeting Details - The shareholders' meeting of Jiangsu Huachen Transformer Co., Ltd. was held on July 10, 2025, at the company's office in Xuzhou, Jiangsu Province [1] - The meeting was attended by shareholders holding 73.6183% of the total shares [1] - The meeting was conducted in accordance with the Company Law and the company's articles of association, with a combination of on-site and online voting [1] Voting Results - All proposed resolutions were approved with high support from shareholders, with the following voting results: - Resolution 1: 99.8474% in favor, 0.1298% against, 0.0228% abstained [1] - Resolution 2: 99.8627% in favor, 0.1169% against, 0.0204% abstained [1] - Resolution 3: 99.8653% in favor, 0.1132% against, 0.0215% abstained [1] - Resolution 4: 99.8650% in favor, 0.1131% against, 0.0219% abstained [1] - Resolution 5: 99.8480% in favor, 0.1310% against, 0.0210% abstained [1] - Additional resolutions also received similar overwhelming support, with percentages consistently above 99% in favor [2] Legal Compliance - The meeting's procedures were verified by lawyers, confirming compliance with relevant Chinese laws and regulations, as well as the company's articles of association [3] - The qualifications of the participants and the legitimacy of the voting process were affirmed as valid and effective [3]

Core Points - Jiangsu Huachen Transformer Co., Ltd. has elected Mr. Geng Defei as the employee director of the third board of directors, with a term aligned with the board's duration [1][2] - The company has canceled its supervisory board and revised its articles of association in accordance with relevant laws and regulations [1] - Mr. Geng Defei holds 275,000 shares of the company and has no disqualifications or conflicts of interest as per the Company Law and the company's articles of association [2][4] Summary by Sections - **Company Governance**: The company held its 19th meeting of the third board of directors on June 17, 2025, and a temporary shareholders' meeting on July 10, 2025, to approve the cancellation of the supervisory board and the revision of the articles of association [1] - **Election of Employee Director**: An employee representative meeting was convened to democratically elect Mr. Geng Defei as the employee director, ensuring compliance with the revised articles of association [1] - **Profile of Mr. Geng Defei**: Mr. Geng, born in April 1973, has a college diploma and extensive experience in various engineering and managerial roles within the company and related firms. He is not associated with any major shareholders or executives and has not faced any regulatory penalties [4]

Core Points - The implementation details of the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights among candidates for the board of directors, promoting a more democratic election process [1][2] - The system specifies that independent directors and non-independent directors will be elected separately, ensuring transparency and fairness in the election process [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated voting [1][2] - **Election Process**: Shareholders can propose candidates for the board if they hold at least 1% of the voting shares, and the board will review these proposals before presenting them for shareholder approval [1][2] - **Voting Mechanics**: Each shareholder's voting power is calculated based on their shares and the number of directors to be elected, with specific rules for distributing votes among candidates [2][3] - **Vote Validity**: Votes exceeding a shareholder's total voting rights are deemed invalid, while those within the limit are considered valid, with any excess treated as a waiver of voting rights [3] - **Implementation and Amendments**: The details of the cumulative voting system will take effect upon approval by the shareholders and can be amended by the board, subject to shareholder approval [3]

General Provisions - Jiangsu Huachen Transformer Co., Ltd. establishes rules for the board of directors to clarify responsibilities and ensure compliance with laws and regulations [1][4] - The board consists of 8 directors, including 3 independent directors and 1 employee representative [1][4] Board Composition and Committees - The board has specialized committees: Strategic Committee, Audit Committee, Nomination Committee, Compensation and Assessment Committee, and ESG Committee [1][2] - The Strategic Committee is responsible for long-term development strategies and major investment proposals [1][2] - The Audit Committee oversees financial reporting and internal controls [2][3] - The Nomination Committee proposes standards for selecting directors and senior management [2][3] - The Compensation and Assessment Committee evaluates and recommends compensation policies for directors and senior management [2][3] - The ESG Committee focuses on environmental, social, and governance goals and risks [3] Board Authority - The board must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders [4] - The board can authorize the chairman for specific investment and asset management decisions [4] Meeting Procedures - The board holds at least two regular meetings annually, with provisions for temporary meetings under certain conditions [5][6] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [6][7] - A quorum requires the presence of more than half of the directors [7][8] - Voting procedures are outlined, with each director having one vote [10][11] Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for conflicts of interest [11][12] - Meeting records must be maintained, including attendance and voting results [39][40] - The board's resolutions must be announced in accordance with regulatory requirements [40][41] Amendments and Validity - The rules are subject to amendments approved by the shareholders and must comply with national laws and regulations [44][46] - The rules take effect upon approval by the shareholders' meeting [46]

Summary of the Conference Call for New Special Electric Industry Overview - The global solid-state transformer (SST) market is currently valued at approximately 1.4 billion RMB, primarily applied in demonstration projects for DC distribution networks and microgrids. It is expected to reach nearly 24 billion RMB by 2030, with a compound annual growth rate (CAGR) exceeding 60% over the next six years, driven significantly by data center applications [2][6]. Company Insights - New Special Electric, established in 1985, holds a dominant position in the high-voltage variable frequency market with a market share exceeding 25%. The company is actively developing solid-state transformer products, with prototypes expected to be launched in the second half of this year [2][7][8]. - The company primarily manufactures transformers for medium to large industrial motor drives, serving industries such as metallurgy, power, and petrochemicals. It is also expanding into emerging applications like energy storage and sodium-ion batteries [2][9]. Financial Performance - Despite facing challenges such as rising raw material costs and increased industry competition, the company's product gross margin remains above the industry average, reflecting its technical strength and industry barriers [4][12]. - The company anticipates a decline in revenue for 2024, resulting in a projected loss of approximately 50 million RMB. However, net profits are expected to recover to 50 million RMB, 100 million RMB, and 180 million RMB from 2025 to 2027, not accounting for the potential growth from large-scale solid-state transformer deployment [4][16]. Technological Advantages - Solid-state transformers offer significant advantages over traditional technologies, including a 63% reduction in footprint and a 2-3% increase in power supply efficiency. They integrate multiple functions such as electrical isolation, voltage conversion, and harmonic suppression, making them suitable for renewable energy integration [5][18]. Market Development - The solid-state transformer market is projected to grow rapidly, with expectations of reaching 4.8 billion RMB by 2028 and nearly 24 billion RMB by 2030. This growth positions it as one of the fastest-growing sectors in the industry [6][18]. - Currently, the technology is in the prototype and testing phase, with no large-scale commercial applications yet. However, leading companies, particularly overseas, are actively exploring this field [3][18]. Corporate Governance - The company has a concentrated ownership structure, with the chairman and his wife holding a combined 56.75% of the shares. An employee stock ownership plan was launched in April 2025 to enhance team vitality and ensure long-term stable development [10][11]. Future Outlook - New Special Electric is focusing on solid-state transformers and traditional phase-shifting rectifiers, with ongoing efforts to expand its customer base and market presence. The company is optimistic about its future prospects in both HVDC and solid-state transformer markets [19].

Group 1 - The provincial government emphasizes the importance of addressing public concerns and enhancing the business environment to promote economic growth [1][2] - Companies are encouraged to integrate technological innovation with industry needs, focusing on high-end, intelligent, and green development [2] - The government aims to foster a better entrepreneurial environment and support the growth of high-speed developing technology enterprises [2] Group 2 - Urban renewal projects are being implemented with a focus on cultural heritage protection and revitalization of old neighborhoods [3] - The government promotes the development of cultural tourism as a pillar industry, enhancing consumer potential through innovative new business models [3] - The integration of sports and education is being prioritized, with initiatives to strengthen youth football programs and training mechanisms [3]

Core Viewpoint - Jiangsu Huachen Transformer Co., Ltd. has successfully issued convertible bonds amounting to 460 million yuan, with a significant portion allocated to existing shareholders and a small portion available for public investors [1][4]. Summary by Sections Issuance Details - The company has received approval from the China Securities Regulatory Commission for the issuance of convertible bonds, with the bond code being "113695" and the name "Huachen Convertible Bonds" [1]. - The total amount of the convertible bonds issued is 460 million yuan, with an issuance price of 100 yuan per bond [4]. Subscription Results - The preferential allocation to existing shareholders resulted in 432,311,000 yuan being allocated, which accounts for approximately 93.98% of the total issuance [4]. - The public subscription resulted in 27,689,000 yuan being allocated, representing about 6.02% of the total issuance, with a low online winning rate of 0.00034920% [4][5]. Subscription Process - The subscription process involved a total of 7,956,328 valid applications, with an effective subscription amount of approximately 7.93 billion yuan [5]. - The company and the lead underwriter will conduct a lottery draw for the allocation results on June 23, 2025, with results to be announced on June 24, 2025 [5]. Underwriting and Allocation - The lead underwriter, Yongxing Securities, will underwrite any shortfall in subscription amounts, with a maximum underwriting amount capped at 138 million yuan, which is 30% of the total issuance [3]. - If the total subscription does not meet 70% of the issuance amount, the company and the underwriter may consider suspending the issuance [2][3].

证券代码：603097 证券简称：江苏华辰 公告编号：2025-037 江苏华辰变压器股份有限公司 关于取消监事会并修订《公司章程》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。 江苏华辰变压器股份有限公司（以下简称"公司"）于 2025 年 6 月 17 日召开第三 届董事会第十九次会议，审议通过《关于取消监事会并修订 <公司章程> 的议案》。为全 面贯彻落实最新法律法规要求，确保公司治理与监管规定保持同步，进一步规范公司运 作机制，提升公司治理水平，根据最新的《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司章程指引》和《上海证券交易所股票上市规则》（以下简称"《上 市规则》"）等相关法律法规规定，并结合公司实际情况，公司拟不再设置监事会与监 事，由董事会审计委员会行使《公司法》规定监事会的相关职权，并同时增设职工董事。 就此，公司拟对《江苏华辰变压器股份有限公司章程》（以下简称"《公司章程》"） 部分条款进行修订，并相应废止《江苏华辰变压器股份有限公司监事会议事规则》。现 将有关情况公告如下： 一、 ...

证券代码：603097 证券简称：江苏华辰 公告编号：2025-038 江苏华辰变压器股份有限公司 关于召开2025年第二次临时股东会的通知 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。 重要内容提示： ? 股东会召开日期：2025年7月10日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票系统 一、 召开会议的基本情况 (一) 股东会类型和届次 至2025 年 7 月 10 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东会召 开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联网投票平台的投 票时间为股东会召开当日的 9:15-15:00。 (六) 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投票，应 (二) 股东会召集人：董事会 (三) 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合的方 式 (四) 现场会议召开的日期、时间和地点 召开 ...