Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Guangdong Tosstar Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Group 1: General Provisions - The system applies to all directors and senior management resigning due to term expiration, resignation, dismissal, or other circumstances [1]. - The regulations are based on relevant laws, regulations, and the company's articles of association [1]. Group 2: Resignation Circumstances - Directors can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the company [2]. - If a director's term expires without re-election, they automatically leave office on the day a new board is elected [2]. Group 3: Responsibilities During Transition - Directors and senior management must hand over all relevant documents and files within five working days after resignation [3]. - If a departing director or senior management is involved in significant matters, an audit committee may initiate a departure audit [3]. Group 4: Post-Departure Responsibilities - Directors and senior management have a two-year obligation to uphold their duties to the company and shareholders after leaving [4]. - The company can require a written plan for any unfulfilled public commitments made by departing directors or senior management [4]. Group 5: Accountability Mechanism - The board of directors will review any breaches of commitments or duties by departing personnel and may pursue compensation for losses incurred [5]. - Departing personnel can appeal the board's decisions regarding accountability within fifteen days [5].

Summary of Key Points Core Viewpoint - The company has announced the provision for asset impairment and asset write-offs for the first half of 2025, reflecting a comprehensive assessment of its asset status and financial condition [1][3]. Group 1: Asset Impairment Provision and Write-off Overview - The company conducted a thorough review of its consolidated financial statements, assessing the recoverability of various assets including long-term equity investments, investment properties, fixed assets, construction in progress, intangible assets, and goodwill [1][2]. - The total amount of asset impairment provision for the first half of 2025 is 47,995,561.60 yuan, with significant provisions for accounts receivable and inventory [2][7]. Group 2: Details of Impairment Provision - The breakdown of the impairment provision includes: - Accounts receivable impairment provision: 42,924,963.48 yuan, compared to a reversal of 23,602,885.71 yuan in the same period last year [2]. - Inventory impairment provision: 12,730,374.31 yuan, down from 20,945,506.12 yuan year-on-year [2]. - Contract asset impairment provision: -7,659,776.19 yuan, a significant change from 19,858,460.81 yuan in the previous year [2]. Group 3: Impact on Financial Performance - The provision for asset impairment will reduce the net profit attributable to shareholders by 35,883,638.61 yuan for the first half of 2025, while the write-off of assets will not affect the profit for the same period [3][6]. - The company asserts that the impairment provision and asset write-off comply with accounting standards and accurately reflect its financial status without harming the interests of shareholders [3][6]. Group 4: Standards and Methods for Impairment Provision - The company employs a method for determining credit losses based on historical loss experience and current economic conditions, with specific provisions for different aging categories of accounts receivable [4][5]. - Inventory impairment is recognized when the cost exceeds the net realizable value, with detailed criteria for various types of inventory [5]. Group 5: Board of Directors' Opinion - The Board of Directors supports the asset impairment provision and write-off, confirming that it accurately reflects the company's financial condition and adheres to relevant accounting standards [6][7].

Group 1 - The company has approved a profit distribution plan, distributing a cash dividend of 1.5 yuan (including tax) for every 10 shares based on a total share capital of 634,202,712 shares, with no bonus shares issued [2] - There have been no changes in the controlling shareholder or actual controller during the reporting period [3][4] - There are no preferred shareholders or related information regarding preferred shares during the reporting period [4] Group 2 - The company does not require retrospective adjustments or restatements of previous accounting data [2] - There are no significant matters reported during the half-year report [4]

Core Viewpoint - The company plans to utilize up to RMB 200 million of temporarily idle raised funds for cash management to enhance fund efficiency and ensure the normal operation of investment projects [1][6][7] Group 1: Fundraising and Management - The company raised a net amount of RMB 864,410,023.75 through a specific stock issuance, as verified by an accounting firm [1] - The company has established dedicated accounts for the management of the raised funds, ensuring proper oversight through agreements with banks and sponsors [2] Group 2: Reasons for Idle Funds - Due to the construction timeline of investment projects, there is a temporary surplus of funds that will be managed to improve efficiency [2][5] - Adjustments have been made to the investment amounts based on project priorities, with any shortfalls to be covered by bank loans or self-raised funds [2] Group 3: Cash Management Plan - The company intends to invest the idle funds in low-risk, high-liquidity financial products, with a maximum investment period of 12 months [3][4] - The decision for cash management is valid for 12 months from the board's approval, with the finance department responsible for implementation [4] Group 4: Risk Control Measures - The company will adhere to prudent investment principles, ensuring that selected products are secure and liquid, and will not be pledged [5] - The finance department will monitor the investment products, and the audit department will oversee the use and custody of funds [5] Group 5: Impact on Operations - The cash management of idle funds will not affect the normal operation of investment projects or the use of raised funds, while also generating additional investment returns [5][6] Group 6: Approval Process - Both the board and the supervisory committee have approved the cash management plan, confirming it will not harm the company's or shareholders' interests [6][7]

Group 1 - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making quality for major investments [1][2] - The Strategic Committee consists of three directors, including at least one independent director, and is responsible for researching long-term development strategies and major investment decisions [2][3] - The committee's proposals are submitted to the Board of Directors for review and decision-making [8][9] Group 2 - The Strategic Committee is tasked with researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [8][9] - A working group is established under the Strategic Committee to prepare for decision-making, including reviewing proposals and providing written opinions [10][11] - Meetings of the Strategic Committee require a two-thirds attendance of members and decisions must be approved by a majority [12][13] Group 3 - The committee meetings must be recorded, and members are required to maintain confidentiality regarding discussed matters [18][20] - The work rules of the Strategic Committee will take effect upon approval by the Board of Directors and will be subject to relevant laws and regulations [21][22] - The Board of Directors holds the interpretation rights of these work rules [23]

东莞怡合达自动化股份有限公司 第一章 总 则 第一条 为规范东莞怡合达自动化股份有限公司（以下简称"公司"）及与 公司相关的其他信息披露义务人的信息披露行为，确保信息披露的真实、准确、 完整、及时，促进公司依法规范运作，维护公司和投资者的合法权益，根据《中 华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和国证券法》 （以下简称"《证券法》"）《上市公司治理准则》《上市公司信息披露管理办 法》《深圳证券交易所创业板股票上市规则》（以下简称"《股票上市规则》"）、 《深圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作》 （以下简称"《规范运作》"）等有关法律、法规、规范性文件和《东莞怡合达 自动化股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本制度。 第二条 本制度所指信息主要包括： （一）公司依法公开对外发布的定期报告，包括季度报告、中期报告和年度 报告； （二）公司依法公开对外发布的临时报告，包括股东会决议公告、董事会决 议公告、收购和出售资产公告、关联交易公告、补充公告、整改公告和其他重大 事项公告等，以及深圳证券交易所（以下简称"深交所"）认为需要披露的其他 事项； ...

东莞证券股份有限公司 关于东莞怡合达自动化股份有限公司 年度募集资金存放与使用情况进行了审慎核查，核查情况及核查意见如下： 一、募集资金基本情况 （一）实际募集资金金额和资金到账时间 根据公司第二届董事会第二十二次会议、2023 年第一次临时股东大会、第二 届董事会第二十四次会议、第三届董事会第七次会议和 2024 年第二次临时股东大 会审议通过，并经中国证券监督管理委员会于 2024 年 5 月 16 日出具的《关于同意 东莞怡合达自动化股份有限公司向特定对象发行股票注册的批复》 （证监许可〔2024〕 元，发行价格为 15.09 元/股，实际募集资金总额为人民币 870,010,811.28 元，扣除 各项发行费用人民币 5,600,787.53 元（不含增值税）后，募集资金净额为人民币 由其出具了"信会师报字[2024]第 ZI10538 号"验资报告。 （二）募集资金使用和结余情况 | | 金额单位：人民币元 | | | | --- | --- | --- | --- | | 项目 | 序号 | 金额 | | | 募集资金总额 | A1 | 870,010,811.28 | | | 减：发行费用 | ...

东莞证券股份有限公司 关于东莞怡合达自动化股份有限公司 使用部分暂时闲置募集资金进行现金管理的核查意见 东莞证券股份有限公司（以下简称"保荐机构"）作为东莞怡合达自动化股 份有限公司（以下简称"怡合达"或"公司"）2023 年度向特定对象发行股票 的保荐机构，根据《上市公司募集资金监管规则》《深圳证券交易所创业板股票 上市规则》等相关法律、法规和规范性文件的规定，对怡合达使用部分暂时闲置 募集资金进行现金管理的事项进行了审慎核查，具体情况如下： 一、募集资金的基本情况 经中国证券监督管理委员会出具的《关于同意东莞怡合达自动化股份有限公 司向特定对象发行股票注册的批复》（证监许可〔2024〕804 号）核准，并经深 圳证券交易所同意，东莞怡合达自动化股份有限公司（以下简称"公司"）2023 年度向特定对象发行人民币普通股 57,654,792 股，发行价格为 15.09 元/股，募集 资金总额为人民币 870,010,811.28 元，扣除发行费用人民币 5,600,787.53 元（不 含增值税）后，实际募集资金净额为人民币 864,410,023.75 元。立信会计师事务 所（特殊普通合伙）对本次募集资金到 ...

Group 1 - The company achieved operating revenue of 132 million yuan in the first half of 2025, representing a year-on-year growth of 36.58% [1] - The net profit attributable to the parent company reached 42.58 million yuan, with a year-on-year increase of 41.19% [1] - The net profit after deducting non-recurring gains and losses was 38.32 million yuan, showing a significant year-on-year growth of 62.39% [1] Group 2 - The company's R&D investment amounted to 13.86 million yuan, reflecting a year-on-year increase of 19.37%, with R&D expenses accounting for 10.50% of operating revenue [2] - The company added 16 new utility model patents and obtained 2 software copyrights during the period [2] - As of June 30, the company had a total of 479 authorized patents, including 36 invention patents and 269 utility model patents, along with 67 software copyrights [2]

Core Viewpoint - Nanjing Estun Automation Co., Ltd. has completed the stock option grant registration for its 2025 stock option and restricted stock incentive plan, granting 3.32 million stock options to 128 eligible participants, with the registration date being August 8, 2025 [1][3][6]. Summary by Sections Approval Process - The incentive plan has undergone the necessary approval procedures as per the regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1][2]. - The list of incentive participants was publicly disclosed from June 5 to June 14, 2025, with no objections received during this period [2]. Stock Option Grant Registration - A total of 3.32 million stock options were granted, representing 0.38% of the company's total share capital [3]. - The options have a maximum validity period of 48 months from the grant date [3]. Exercise Arrangement - The stock options are divided into three exercise periods: - First exercise period: 30% can be exercised after 12 months from the grant date [4]. - Second exercise period: 30% can be exercised after 24 months [4]. - Third exercise period: 40% can be exercised after 36 months [4]. Performance Assessment Criteria - The performance assessment for the incentive plan includes company-level targets for the fiscal years 2025 to 2027, with specific revenue growth and net profit targets set for each exercise period [4][5]. - The targets include a cumulative revenue growth rate of 15% for 2025, with a trigger value of 12%, and a net profit target of 1 billion yuan [4][5]. Differences from Initial Plan - The number of incentive participants was adjusted from 135 to 128 due to the departure or withdrawal of 7 individuals, and the total stock options granted were reduced from 3.5 million to 3.32 million [6]. Financial Impact - The stock option plan will impact the company's financial statements, with costs being amortized over the vesting period based on the fair value of the options granted [7][8]. - The estimated cost of the stock option plan is expected to affect net profits during its effective period, but the positive impact on company performance is anticipated to outweigh the costs [8].