Core Points - The company announced the lifting of restrictions on 437,458 shares of restricted stock on July 8, 2025, which represents 0.3665% of the total share capital [1][14] - A total of 86 individuals are eligible for the lifting of restrictions under the 2023 Restricted Stock Incentive Plan [1][14] - The second lifting of restrictions is based on the fulfillment of specific performance conditions outlined in the incentive plan [6][9] Summary by Sections Incentive Plan Approval and Conditions - The board of directors and the supervisory board approved the lifting of restrictions on the second phase of the 2023 Restricted Stock Incentive Plan during meetings held on July 1, 2025 [1][2] - The plan's second lifting period lasts from the completion of the stock grant registration for 24 months, with the lifting conditions needing to be met [6][9] Performance Metrics - The performance metrics for the lifting of restrictions include revenue growth and net profit growth, with specific targets set based on the company's 2022 financial performance [8][10] - The company achieved a revenue of approximately 1.17 billion yuan and a net profit of approximately 111 million yuan for the year 2024, meeting the required performance conditions [8][10] Changes in Incentive Plan Participants - The number of eligible participants in the incentive plan was adjusted from 92 to 91 due to one participant voluntarily opting out [11][12] - The stock grant price was adjusted from 17.67 yuan to 17.47 yuan per share following the company's 2022 equity distribution [11][12] Stock Buyback and Cancellation - The company has conducted buybacks and cancellations of restricted stocks due to participants leaving the company or not meeting performance targets, resulting in a reduction of eligible shares [12][14] - A total of 739,096 shares were repurchased and canceled due to performance not meeting the set targets for the first lifting period [12][14]

Core Points - The company establishes an internal audit system to enhance supervision and risk control, ensuring compliance with national laws and regulations [1][4] - The internal audit institution is responsible for evaluating the authenticity, legality, and effectiveness of the company's economic activities [1][3] - The internal audit committee, under the board of directors, leads the internal audit work and reports on its findings [2][3] Chapter Summaries Chapter 1: General Provisions - The internal audit aims to ensure financial management and operational activities comply with laws and regulations [1] - Internal audit involves supervision and evaluation of internal controls, financial status, asset quality, and operational performance [1] Chapter 2: Internal Audit Institution and Personnel - The company establishes an independent internal audit institution with dedicated personnel [2] - The audit committee oversees the internal audit work and reports to the board [2] - Auditors must possess necessary professional knowledge and maintain ethical standards [2][3] Chapter 3: Main Responsibilities of the Internal Audit Institution - The institution checks the completeness and effectiveness of internal control systems [3] - It audits the legality and authenticity of financial and economic data [3] - The institution reports quarterly to the audit committee and submits an annual audit report [3] Chapter 4: Internal Audit Work Procedures - The internal audit institution drafts an annual audit plan for approval by the audit committee [4] - Auditors must notify the audited unit three days prior to the audit [4] - Various methods such as observation and analysis are used to gather evidence during audits [4][5] Chapter 5: Quality Control and Follow-up Work of Internal Audits - The institution must establish strict quality control procedures and accept regulatory inspections [6] - It is responsible for addressing violations of laws and internal regulations found during audits [6] Chapter 6: Penalties - The institution can recommend penalties for units or individuals that obstruct the audit process [7][9] - Auditors who violate regulations may face disciplinary actions [7][9] Chapter 7: Supplementary Provisions - The internal audit system must comply with national laws and company regulations [8] - The board of directors is responsible for interpreting and revising the internal audit system [8]

General Provisions - The company establishes a system to regulate the temporary suspension and exemption of information disclosure to comply with legal obligations and protect the rights of the company and investors [1] - The system applies to situations where the company and other obligated parties may suspend or exempt disclosure of temporary reports as required by the China Securities Regulatory Commission and the Shanghai Stock Exchange [1] Applicable Situations for Temporary Suspension and Exemption - Information may be exempted from disclosure if it involves state secrets or other matters that could violate confidentiality regulations [2] - Commercial secrets can be temporarily suspended or exempted from disclosure if they meet specific criteria, such as being core technology information that could lead to unfair competition or could harm the interests of the company or others [2][3] Internal Review Procedures for Disclosure Suspension and Exemption - Relevant business departments must submit a written application to the securities affairs department for the temporary suspension or exemption of specific information [3] - The company secretary must review the application within two trading days to determine if it meets the conditions for suspension or exemption [3] Registration of Suspension and Exemption - The company must register details of the suspension or exemption, including the method of exemption, types of documents involved, and internal review procedures [4] - If the information involves commercial secrets, additional registration is required regarding the reasons for classification as a commercial secret and potential impacts [4] Accountability Mechanism - The company establishes a responsibility accountability mechanism for violations of laws and regulations related to information disclosure [5] - Internal parties who fail to report or disclose information in a timely manner may face internal disciplinary actions and be required to bear compensation responsibilities [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [5] - The system will take effect upon approval by the company's board of directors and will be subject to interpretation and revision by the board [5]

Core Points - The company has established a system for internal reporting of significant events to ensure timely and accurate information disclosure, in compliance with relevant laws and regulations [1][2][8] - The internal reporting system applies to all departments, subsidiaries, and companies where the company can exert significant influence [1][2] - The board of directors is responsible for overseeing the internal reporting of significant events, with the chairman taking overall responsibility [2][5] Group 1: Definition and Scope of Significant Events - Significant events include major transactions, related party transactions, major litigation and arbitration, major risks, significant changes, and other major events [5][6] - Related party transactions exceeding 0.5% of the latest audited net assets must be reported, as well as major litigation exceeding 10% of net assets [5][6] - Any changes in shareholding or control by shareholders holding more than 5% of shares must be reported [6][7] Group 2: Reporting Procedures - Obligated parties must report significant events immediately via phone or email and submit written documentation within 24 hours [5][6] - The board office has the authority to inquire about reported events and must analyze and determine the need for disclosure [5][6] - Written reports must include details such as the cause of the event, involved parties, and any relevant agreements or legal documents [5][6] Group 3: Responsibilities and Penalties - The company implements a real-time reporting system for significant events, ensuring timely and accurate reporting [7][8] - Failure to report significant events in a timely manner may result in disciplinary actions against responsible personnel [7][8] - The board secretary is responsible for organizing training on governance and information disclosure for obligated personnel [7][8]

Group 1 - The manufacturing sector is identified as a core component of the real economy and a key driver for high-quality economic development, with tax incentives significantly supporting technological innovation and manufacturing [2] - In the first quarter of 2025, tax reductions and refunds related to policies supporting technological innovation and manufacturing in Sichuan province reached 15.54 billion yuan, benefiting 2,856 enterprises with a year-on-year increase of 7.1% [2] - The tax incentives have enabled companies like Tengdun Technology to achieve substantial growth, with a target to exceed 260 million yuan in annual output value, maintaining a growth rate of over 30% for five consecutive years [2][3] Group 2 - Tengdun Technology, a leading enterprise in the development and manufacturing of intelligent flying vehicles, has invested over 600 million yuan in R&D, benefiting from tax deductions and refunds that provide essential funding for growth [3] - The company has received specialized support from tax authorities, including one-on-one policy guidance and assistance in tax refund processes, which has strengthened its commitment to independent innovation [3] - Tengdun Technology holds 273 patent authorizations, including 155 invention patents, and plans to continue leveraging tax incentives to invest in new product and technology development [3] Group 3 - Kyoto Longtai Technology, a national high-tech enterprise specializing in magnetic materials, has also benefited from tax incentives and financing through tax credit loans, securing over 10 million yuan in funding [4] - The company aims to increase its annual output value from 203 million yuan to over 260 million yuan, maintaining a growth rate of 30% for five consecutive years, supported by tax deductions exceeding 6 million yuan [4] - The tax policies have facilitated the company's entry into the electric motor industry, enhancing its production capabilities and operational efficiency [4]

Meeting Overview - The company held its shareholder meeting on May 16, 2025, with both in-person and online voting options available [1] - A total of 60 shareholders participated, representing 86,119,522 shares, which is 69.4330% of the total voting shares [1] Attendance Details - Among the attendees, 57 were small shareholders, representing 6,599,522 shares, or 5.3208% of the total voting shares [2] - Company directors, supervisors, and senior management attended the meeting, with some participating via telecommunication [2] Voting Results Annual Report - The proposal for the 2024 Annual Report was approved with 86,108,222 votes in favor, accounting for 99.9869% of the valid votes [2] Board Work Report - The 2024 Board Work Report was approved with 86,107,922 votes in favor, representing 99.9865% of the valid votes [3] Supervisory Board Work Report - The 2024 Supervisory Board Work Report received 86,107,222 votes in favor, which is 99.9857% of the valid votes [4] Financial Settlement Report - The 2024 Financial Settlement Report was approved with 86,104,922 votes in favor, making up 99.9830% of the valid votes [5] Profit Distribution Plan - The proposal for the 2024 Profit Distribution Plan was approved with 86,107,122 votes in favor, representing 99.9856% of the valid votes [6] Audit Firm Appointment - The proposal to reappoint the audit firm for 2025 was approved with 86,107,322 votes in favor, accounting for 99.9858% of the valid votes [7] Bank Credit Application - The proposal for a comprehensive credit limit application to the bank for 2025 was approved with 86,107,922 votes in favor, representing 99.9865% of the valid votes [8] Director Compensation Plan - The 2025 Director Compensation Plan was approved with 2,460,365 votes in favor, which is 99.3499% of the valid votes [9] Supervisor Compensation Plan - The 2025 Supervisor Compensation Plan received 86,103,422 votes in favor, accounting for 99.9813% of the valid votes [10] Accounting Firm Selection Revision - The proposal to revise the accounting firm selection system was approved with 86,107,322 votes in favor, representing 99.9858% of the valid votes [10] Independent Director Election - The proposal for the election of an independent director was approved with 86,107,322 votes in favor, accounting for 99.9858% of the valid votes [11] Legal Opinion - The legal representatives confirmed that the meeting's procedures complied with relevant laws and regulations, and the voting results were deemed valid [11]

Core Viewpoint - The Huizhou government has initiated a formal investigation into a poisoning incident at Huizhou Boke Magnetic Materials Co., Ltd., a subsidiary of Boke New Materials, which resulted in two fatalities on April 28, 2025. The investigation is being closely monitored by the Huizhou Safety Production Committee [1][3]. Group 1: Incident Overview - The poisoning incident occurred in the granulation workshop of Huizhou Boke Magnetic Materials, leading to the death of two individuals [1]. - The Huizhou Safety Production Committee has mandated the establishment of an investigation team to thoroughly examine the incident and determine its nature [3]. Group 2: Company Background - Boke New Materials, established in 2009 and listed on the Shenzhen Stock Exchange in December 2019, has a market capitalization exceeding 12.228 billion yuan [1][5]. - The company has experienced rapid revenue growth, achieving 1.663 billion yuan in revenue and 376 million yuan in net profit for 2024, representing year-on-year increases of 43.54% and 46.90%, respectively [5]. Group 3: Product and Market Position - Boke New Materials specializes in metal soft magnetic powder cores, chip inductors, and metal soft magnets, which are widely used in photovoltaic power generation, new energy vehicles, and data centers [6]. - The core product, metal soft magnetic powder cores, generated 1.234 billion yuan in sales for 2024, with a growth rate exceeding 20% [6]. Group 4: Safety and Compliance Measures - The company has implemented a three-tier safety training system to ensure compliance with national safety and environmental regulations, overseen by an EHS (Environment, Health, Safety) team [7].

创业板投资风险提示 本次发行股票拟在创业板市场上市，创业板公司具有创新投入大、新旧产业融合 存在不确定性、尚处于成长期、经营风险高、业绩不稳定、退市风险高等特点，投资 者面临较大的市场风险。投资者应充分了解创业板的投资风险及本公司所披露的风险 因素，审慎作出投资决定。 浙江中科磁业股份有限公司 ZHEJIANG ZHONGKE MAGNETIC INDUSTRY CO., LTD. （浙江省东阳市横店工业园区） （湖北省武汉市东湖新技术开发区高新大道 446 号天风证券大厦 20 层） 浙江中科磁业股份有限公司 招股说明书 声明：本公司的发行申请尚需经深圳证券交易所和中国证监会履行相应程序。 本招股说明书不具有据以发行股票的法律效力，仅供预先披露之用。投资者应 当以正式公告的招股说明书作为投资决定的依据。 本次发行概况 | 发行股票类型： | 人民币普通股（A 股） | | --- | --- | | 发行股数： | 本次发行的股票全部为新股，公司原股东不公开发售股份。本 | | | 次公开发行新股的数量为不超过 2,215 万股，占本次发行后总 | | | 股本的比例不低于 25%。 | | 每股面值： | ...