重要提示： 一、转股价格调整的依据 证券代码：300707 证券简称：威唐工业 公告编号：2025-053 债券代码：123088 债券简称：威唐转债 无锡威唐工业技术股份有限公司 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。 经中国证券监督管理委员会（以下简称："中国证监会"）证监许可〔2020〕 于 2020 年 12 月 15 日向不特定对象发行了 3,013,800 张可转换公司债券（以下 简称："可转债"），根据相关法律法规和《无锡威唐工业技术股份有限公司向 不特定对象发行可转换公司债券募集说明书》（以下简称："募集说明书"）的 有关规定，威唐转债在本次发行之后，当公司发生派送股票股利、转增股本、增 发新股（不包括因本次发行的可转债转股而增加的股本）或配股、派送现金股利 等情况使公司股份发生变化时将按下述公式进行转股价格的调整（保留小数点后 两位，最后一位四舍五入）： 上述两项同时进行：P1=(P0+A×k)/( 1+n+k)； 其中：P1 为调整后转股价，P0 为调整前转股价，n 为送股或转增股本率，k 为增发新股或配股率，A 为增发新股价或配股 ...

八、闲置募集资金的使用 本公司除用闲置募集资金暂时购买保本型理财产品及临时补充流动资金外， 不存在其他使用闲置募集资金的行为，具体如下： (一) 购买保本型理财产品 证券代码：603089 证券简称：正裕工业 公告编号：2025-061 浙江正裕工业股份有限公司 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个别及连带责任。 根据中国证券监督管理委员会《监管规则适用指引——发行类第 7 号》的规 定，将浙江正裕工业股份有限公司（以下简称"本公司"或"公司"）截至 2024 年 12 月 31 日的前次募集资金使用情况报告如下。 一、前次募集资金的募集及存放情况 (一) 前次募集资金的数额、资金到账时间 经中国证券监督管理委员会证监许可〔2019〕2308 号文核准，并经上海证 券交易所同意，本公司于 2019 年 12 月 31 日公开发行了 290 万张可转换公司债 券，每张面值 100 元，发行总额 29,000.00 万元，共计募集资金 29,000.00 万元， 坐扣承销和保荐费用 318.00 万元后的募集资金为 28,682 ...

General Overview - The document outlines the operational guidelines for the General Manager of Zhejiang Zhengyu Industrial Co., Ltd, aiming to enhance corporate governance and ensure efficient management [1][2]. Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, strong operational capabilities, and relevant work experience [1][2]. - Individuals with specific disqualifying conditions, such as being banned by regulatory authorities, cannot serve as General Manager [2]. - The General Manager is appointed or dismissed by the Board of Directors, with a term of three years, which can be renewed [2][3]. Powers of the General Manager - The General Manager is responsible for the company's operational management and has the authority to make decisions on external investments and asset disposals within the limits set by the Board [3][4]. - Specific transaction limits are defined, such as transactions involving assets not exceeding 10% of the company's audited total assets or net assets, with absolute monetary caps [4][5]. Responsibilities of the General Manager - The General Manager must protect the company's assets, adhere to the company's articles of association, and report regularly to the Board [6][7]. - Responsibilities include market analysis, quality management, and ensuring compliance with legal and regulatory requirements [7][8]. Management Meetings - The General Manager's office meetings are convened to address significant operational decisions, ensuring informed and timely decision-making [8][9]. - The meetings include senior management and can involve Board members, with records maintained for at least ten years [8][9]. Reporting System - The General Manager is required to report regularly to the Board and the Audit Committee, providing essential financial statements and operational updates [9].

Core Viewpoint - The company announced the cancellation of certain stock options from its 2022 restricted stock and stock option incentive plan, which involves a total of 686,877 stock options that have not been exercised [1][7][8]. Group 1: Approval Process - The company held meetings of the board and supervisory committee to review and approve the cancellation of stock options, ensuring compliance with relevant regulations and obtaining necessary authorizations [1][2][6]. - Independent directors provided their opinions on the proposals related to the incentive plan, affirming the legitimacy of the process [1][6]. Group 2: Details of Cancellation - The cancellation involves 225,000 stock options held by two incentive recipients, with an additional 461,877 stock options being canceled due to not being exercised [7]. - The total number of stock options canceled amounts to 686,877, as authorized by the shareholders at the 2021 annual meeting [7][8]. Group 3: Impact on the Company - The cancellation of stock options is in accordance with the relevant regulations and will not have a significant impact on the company's financial status or operational results [7][8]. - The supervisory committee and independent financial advisors have confirmed that the cancellation aligns with legal requirements and does not harm the interests of the company or its shareholders [8][9].

Core Viewpoint - Magnesium Technology Co., Ltd. has submitted a listing application to the Hong Kong Stock Exchange, aiming to raise funds for enhancing R&D capabilities, expanding product offerings, and improving sales networks, despite facing significant financial losses and liquidity risks [1][10]. Financial Performance - From 2022 to 2024, the company's revenue increased from 388 million RMB to 1.42 billion RMB, achieving a CAGR of 91.3%. However, a decline in revenue of 6.15% is projected for 2024, raising concerns about the sustainability of growth [1][9]. - Cumulative losses from 2022 to 2024 amounted to 1.071 billion RMB, with total losses exceeding 1.6 billion RMB since inception [9][10]. Operational Challenges - The company heavily relies on third-party suppliers for procurement, production, and delivery, which has led to a lack of control over costs and operational efficiency [2][11]. - In 2024, 77.2% of the company's procurement came from its top five suppliers, indicating a high dependency on external sources [11]. Market Position and Competition - Magnesium Technology's solutions are used in approximately 10% of new vehicles equipped with smart cockpit domain control systems in China as of 2024 [3]. - The company faces increasing competition from major automotive manufacturers who are developing their own cockpit chips and intelligent driving systems, which could further squeeze Magnesium Technology's market share [12]. Legal and Financial Risks - The company has been experiencing cash outflows, with a total of 1.393 billion RMB in net cash outflows during the reporting period, leading to liquidity concerns [10]. - The implementation of "back-to-back" payment arrangements may expose the company to legal risks, particularly as it transitions to a larger enterprise status, which could conflict with new regulations regarding payment terms [13][15].

General Provisions - The establishment of the Nomination Committee aims to improve corporate governance and optimize the composition of the board of directors [1] - The committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as reviewing and proposing candidates [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria, selecting qualified candidates, and reviewing their qualifications [2][3] - The committee must propose recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [2][3] Meeting Rules - The Nomination Committee meetings are held as needed, with a requirement for two-thirds of members to be present for decisions to be valid [3][4] - Decisions can be made through various communication methods, and members must sign the meeting records [4][5] Implementation and Confidentiality - The committee's decisions take effect upon signing by attending members, and any changes must follow legal procedures [5][6] - Members are obligated to maintain confidentiality regarding unpublished information and cannot use insider information for personal gain [6]

| 辅导对象 | 地通工业控股集团股份有限公司 | | --- | --- | | 成立日期 | 2008年4月8日 | | 并按费本 | 21.428.4166 万元 法定代表人 余德友 | | 注册地址 | 湖南省湘潭九华经开区民乐路 6 号 1 幢办公楼 | | 控股股东 | | | 及持股比 | 控股股东台州地通企业管理有限公司持股 31.83% | | 例 | | | | 在其他交易 C3670 汽车零部件及配件 场所(申请) | | 行业分类 | 不适用 制造 在牌或上市 | | | 的情况 | | | 2023年6月29日,公司首次公开发行股票并在主板上市申请文 | | | 件获上海证券交易所受理。因战略规划调整,公司于2024年6月 | | 注 | 向上海证券交易所申请撤回首次公开发行股票并在主板上市的 | | | 申请文件。2024年6月26日,上海证券交易所终止了对公司首 | | | 次公开发行股票并在主板上市的审核。 | 瑞财经 王敏 7月11日，地通工业控股集团股份有限公司（以下简称"地通工业"）在湖南证监局启动IPO辅导备案，辅导机构为兴业证券。 地通工业成立于2008年4月，注册资 ...

Core Points - The company has established a system to prevent major shareholders and their affiliates from occupying company funds, ensuring the protection of all shareholders and creditors' rights [1][2] - The regulations are legally binding for the company, shareholders, directors, and senior management [2] - The company prohibits various methods of fund provision to major shareholders and their affiliates, including loans and debt repayments [2][3] Summary by Sections Section 1: Definition and Purpose - Major shareholders are defined as those holding more than 5% of the company's shares [1] - Fund occupation includes both operational and non-operational forms, such as related party transactions and payments for expenses on behalf of major shareholders [1] Section 2: Regulations and Enforcement - The regulations become effective immediately upon approval and are binding [2] - The company must adhere to these regulations in transactions with major shareholders and their affiliates [2] Section 3: Responsibilities and Oversight - The board of directors and senior management are legally obligated to protect the company's assets and funds [3] - The finance department is responsible for regular checks on transactions with major shareholders to prevent fund occupation [3] Section 4: Consequences of Violations - The board must take action against major shareholders if they infringe upon company assets, including legal action if necessary [3][4] - Disciplinary actions and economic penalties will be imposed on responsible parties for non-compliance with the regulations [4]

Core Viewpoint - Zhejiang Wan'an Technology Co., Ltd. has decided to terminate its share repurchase plan after reaching the minimum funding limit of RMB 20 million, with the total repurchased amount being RMB 20.38 million [1][2][3] Summary by Sections 1. Basic Information on Share Repurchase - The company approved a share repurchase plan on April 18, 2025, with a budget between RMB 20 million and RMB 40 million, aiming to repurchase A-shares at a price not exceeding RMB 20.00 per share [1][2] 2. Implementation Status of Share Repurchase - The company repurchased a total of 1,600,000 shares, accounting for 0.31% of the total share capital, with a maximum price of RMB 13.55 per share and a minimum price of RMB 12.00 per share, totaling RMB 20,384,721 (excluding transaction fees) [2][3] 3. Reasons and Decision Process for Termination - The board decided to terminate the share repurchase plan as the repurchased shares were sufficient for the intended employee stock ownership plan, and the decision was made in accordance with the company's established guidelines [3] 4. Impact of Termination on the Company - The termination of the share repurchase will not significantly affect the company's operations, finances, research and development, debt obligations, or future development [3][4] 5. Compliance of Share Repurchase Implementation - The share repurchase adhered to the regulations and guidelines, with no transactions occurring during restricted periods, ensuring compliance with the repurchase plan [4] 6. Future Arrangements for Repurchased Shares - The repurchased shares will be held in a special securities account and will not enjoy shareholder rights until utilized for the intended purposes within 36 months; otherwise, unutilized shares will be canceled [4]

General Principles - The purpose of the external investment management system is to standardize the external investment behavior of the company, improve investment efficiency, mitigate risks, and maximize the time value of funds [1] - External investment refers to the company's activities of investing monetary funds, equity, and assessed physical or intangible assets for future returns [1] - The basic principles of external investment include compliance with national laws and regulations, alignment with the company's development strategy, and a focus on risk management to ensure the safe operation of funds [1] Approval Authority - The company implements a professional management and hierarchical approval system for external investments [2] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and investment decision-making group, with no other departments or individuals authorized to make investment decisions [2][3] - Prior to decisions on external investments, relevant departments must provide feasibility reports and related materials to the investment decision-making group, board of directors, and shareholders' meeting [2] Organizational Management - The board of directors, shareholders' meeting, and chairman's office are responsible for decision-making on external investments, while the general manager is the main person responsible for project implementation [3] - The finance department manages daily financial operations related to external investments, including funding arrangements and compliance with borrowing and payment procedures [3] - The legal department is responsible for the legal review of agreements, contracts, and important correspondence related to external investments [3] Approval Procedures - Investment projects within the board's approval authority must be reviewed by the board's strategic committee before being submitted for board approval [4] - For projects requiring shareholders' meeting approval, they must first be approved by the board before being presented to the shareholders' meeting [4] - After approval, the chairman or authorized representative signs the investment contracts or agreements [4] Monitoring and Management - The company must strengthen management and supervision of investments to prevent risks and ensure the preservation and appreciation of investment assets [5] - The management team is responsible for organizing and managing the operation of investment projects [5] - The finance department must track the progress and safety of investment projects and report any unusual situations promptly [5] Investment Documentation Management - All documents related to external investments, including contracts, resolutions, and agreements, must be securely stored and managed by designated personnel [6] - Unauthorized personnel are prohibited from accessing or copying investment-related documents [6] Miscellaneous - Any matters not covered by this system should be executed in accordance with relevant laws, regulations, and the company's articles of association [7] - The system will take effect after being approved by the shareholders' meeting and will be revised as necessary [7]