国金证券股份有限公司 华金证券股份有限公司 关于方正科技集团股份有限公司 向特定对象发行股票 之 发行保荐书 联合保荐人（主承销商） （成都市青羊区东城根上街 95 号） （上海市静安区天目西路 128 号 19 层 1902 室） 二〇二五年八月 声 明 国金证券股份有限公司、华金证券股份有限公司接受方正科技集团股份有限 公司（以下简称"方正科技""发行人"或"公司"）的委托，担任方正科技集 团股份有限公司 2025 年度向特定对象发行 A 股股票的联合保荐人，为本次发行 出具发行保荐书。 保荐人及指定的保荐代表人根据《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 证券发行注册管理办法》（以下简称"《注册管理办法》"）等有关法律、法规 和中国证券监督管理委员会、上海证券交易所的有关规定，诚实守信，勤勉尽责， 严格按照依法制订的业务规则、行业执业规范和道德准则出具发行保荐书，并保 证所出具文件的真实性、准确性和完整性。 在本发行保荐书中，除上下文另有所指，释义与《方正科技集团股份有限公 司 2025 年度向特定对象发行 A 股股票募集说明书》 ...

Core Viewpoint - The company is proposing a plan for a private placement of A-shares to specific investors, aiming to raise up to 1.98 billion RMB for investment projects, particularly in the artificial intelligence and high-density interconnection circuit board industry [4][8][9]. Group 1: Issuance Plan - The company intends to issue A-shares to no more than 35 specific investors, including its controlling shareholder, Huanxin Fangke, which will subscribe for up to 23.5% of the total issuance [5][6]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [7][8]. - The total amount raised from the issuance will not exceed 1.98 billion RMB, with the funds allocated primarily to the artificial intelligence and circuit board projects [8][9]. Group 2: Shareholder Meeting Details - The first extraordinary general meeting of shareholders is scheduled for June 27, 2025, at 14:30 in Guangdong Province [2][3]. - Shareholders can participate in the meeting either in person or through a proxy, and the voting will be conducted via a designated online system [2][3]. Group 3: Related Transactions - The issuance involves related transactions, particularly with Huanxin Fangke, which requires the related shareholders to abstain from voting on these matters [10][11]. - The company has signed a conditional subscription agreement with Huanxin Fangke, which constitutes a related party transaction [22][23]. Group 4: Financial Measures - The company has proposed measures to mitigate the dilution of immediate returns resulting from the issuance, ensuring that the interests of minority investors are protected [19][20]. - A three-year shareholder return plan (2025-2027) has been developed to enhance profit distribution transparency and ensure investors benefit from the company's growth [20]. Group 5: Regulatory Compliance - The company confirms compliance with relevant laws and regulations regarding the issuance of A-shares, including the need for approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [4][5]. - The company will not need to prepare a report on the use of previous fundraising as it has not raised funds through public offerings in the last five years [14].

Core Viewpoint - The company, Fangzheng Technology, plans to raise up to 1.98 billion yuan through a private placement of A-shares to fund its AI and high-density interconnect circuit board projects, marking a significant capital operation post-restructuring [1][2][3] Group 1: Fundraising and Share Issuance - Fangzheng Technology intends to issue no more than 1.251 billion shares to specific investors, including its controlling shareholder, Huanxin Fangke, who will subscribe for up to 23.50% of the total issuance, amounting to no more than 465 million yuan [1][2] - The pricing for the new shares will be set at no less than 80% of the average trading price over the 20 trading days prior to the issuance date [1] Group 2: Shareholder Actions and Stock Performance - Prior to this issuance, the former controlling shareholder, Xinfangzheng Holdings, had frequently reduced its holdings, cashing out approximately 140 million yuan [1] - As of April 17, 2025, Huanxin Fangke and its concerted parties held 1,250,670,956 shares, representing 29.99% of the total share capital, with 270,652,034 shares pledged, indicating a potential risk [2] Group 3: Financial Performance and Restructuring - Following the completion of its restructuring at the end of 2022, Fangzheng Technology reported a revenue of 3.482 billion yuan in 2024, a year-on-year increase of 10.57%, and a net profit of 257 million yuan, up 90.55% year-on-year [2] - The change in the actual controller to Zhuhai State-owned Assets Supervision and Administration Commission is viewed as a pivotal moment for the company to shed historical burdens and rejuvenate its operations [2][3] Group 4: Future Outlook - The upcoming capital increase is seen as a critical step in Fangzheng Technology's transformation, potentially positioning it among the top tier of domestic HDI manufacturers if the projects are successfully completed [3]

Group 1 - Zhongtai Securities' controlling shareholder plans to increase its stake in the company by 300 million to 500 million yuan within three months, representing up to 0.76% of the total share capital [2] - Fangzheng Technology intends to raise no more than 1.98 billion yuan through a private placement, with the controlling shareholder participating in the subscription [4] - Kexing Pharmaceutical plans to transfer 100% equity of its wholly-owned subsidiary, Shenzhen Tong'an Pharmaceutical Co., Ltd., to Guangxi Zhuang Autonomous Region Drug Research Institute, with no significant legal obstacles [2] Group 2 - Deep Kangjia A has decided to terminate the acquisition of 78% equity in Hongjing Microelectronics due to disagreements on core terms with the counterparty [6] - Haimer Technology is planning a change in company control, with stock suspension continuing for up to three trading days [7] - Dongfang Electric Heat has signed a strategic cooperation agreement with Shanghai Zhishi to develop electronic skin for robots [8] Group 3 - Redik plans to acquire 51% equity in Chengzhan Precision Technology Co., Ltd. for a total consideration of 104 million yuan, aiming to enter the embodied intelligence field [9] - Vanke A sold 22 million A-shares on June 10, raising approximately 146 million yuan, accounting for 0.18% of the total share capital [10] - Jintai Technology has not yet engaged in any business related to stablecoin concepts, despite recent market interest [11] Group 4 - Apac Co., Ltd. received a project designation from a large domestic automotive group, with an expected total sales amount of approximately 360 million yuan over a six-year lifecycle [12] - Ice Wheel Environment won two large cold chain projects with a total bid price exceeding 190 million yuan, representing about 2.9% of the company's projected revenue for 2024 [13] - Songyuan Safety received a project designation from a well-known domestic automotive manufacturer, totaling approximately 45 million yuan [14]

Core Viewpoint - Founder Technology Group Co., Ltd. plans to issue A-shares to specific investors to raise funds for the construction of an artificial intelligence and high-density interconnection circuit board industrial base project, aiming to enhance its market position and technological capabilities in the PCB industry [10][11][13]. Group 1: Company Overview - Company Name: Founder Technology Group Co., Ltd. - Stock Code: 600601 - Registered Capital: 4,170.2933 million RMB - Main Business: Design, research and development, manufacturing, and sales of printed circuit board (PCB) products [10][11]. Group 2: Background and Purpose of the Issuance - The issuance is driven by national policies promoting technological innovation and the development of strategic emerging industries, particularly in the PCB sector, which is crucial for the advancement of new-generation information technology [11][12]. - The artificial intelligence industry has seen explosive growth since 2024, creating new opportunities for PCB products, especially in high-performance data processing and transmission [11][12]. Group 3: Fundraising and Investment Plans - The total amount to be raised is not more than 1,980 million RMB, with the funds primarily allocated to the artificial intelligence and high-density interconnection circuit board industrial base project, which has a total investment of 2,131.1381 million RMB [20][21]. - The company plans to use self-raised funds for project progress before the raised funds are available, ensuring continuity in project development [21]. Group 4: Issuance Details - The issuance will involve no more than 35 specific investors, including the controlling shareholder, Huanxin Fangke, which will subscribe for up to 23.50% of the total issuance amount [15][16]. - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark date [19][28]. Group 5: Lock-up Period and Trading - Shares subscribed by Huanxin Fangke will be subject to an 18-month lock-up period, while shares subscribed by other investors will have a 6-month lock-up period [21][22]. - The shares will be listed on the Shanghai Stock Exchange following the completion of the issuance [22]. Group 6: Financial Performance - In 2023, the company achieved a net profit of 135 million RMB, marking its first profit in five years, and projected a revenue of 3,482 million RMB in 2024, representing a year-on-year growth of 10.57% [12][13]. - The company aims to enhance its profitability and market competitiveness through the proposed fundraising and investment in high-end PCB products [14][15].

Core Viewpoint - The company plans to issue A-shares to specific investors, including its controlling shareholder, to raise funds for an artificial intelligence and high-density interconnect circuit board project, aiming to enhance its market position and technological capabilities [1][11][12]. Summary by Sections 1. Overview of Related Transactions - The company intends to issue A-shares to no more than 35 specific investors, with the controlling shareholder, Zhuhai Huashi Huanxin Fangke Investment Enterprise (Limited Partnership), committing to subscribe for up to 23.50% of the total issuance, amounting to a maximum of RMB 465 million [2][3]. 2. Financial Data of Related Party - Zhuhai Huashi Huanxin Fangke Investment Enterprise holds 23.50% of the company's shares and has total assets of RMB 1,582.30 million, total liabilities of RMB 953.25 million, and a net profit of RMB 1.64 million for the year ending December 31, 2024 [4][5]. 3. Purpose and Impact of the Transaction - The funds raised will be invested in the "Artificial Intelligence and High-Density Interconnect Circuit Board Industry Base Project," which is expected to accelerate the company's entry into high-value markets and enhance its technological capabilities [11][12]. - The project aims to optimize the company's business scope, capture more market share, and strengthen its competitive position in strategic emerging markets [12][13]. - The issuance is anticipated to improve the company's financial condition, reduce financial risks, and enhance profitability and operational stability [13][14]. 4. Approval Process - The issuance requires approval from relevant state-owned asset supervision authorities, the company's shareholders' meeting, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [1][10][14].

Core Viewpoint - The company, Founder Technology Group Co., Ltd., has announced the resolutions from its 2025 third meeting of the 13th Supervisory Board, focusing on the approval of a plan to issue A-shares to specific investors, which requires further approval from the shareholders' meeting [1][2][8]. Group 1: Issuance of A-Shares - The Supervisory Board confirmed that the company meets the conditions for issuing A-shares to specific investors as per relevant laws and regulations [1][2]. - The proposed issuance will involve domestic listed RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [2]. - The issuance will be conducted through a specific object issuance method, with the issuance price not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [5][6]. Group 2: Subscription Details - The issuance will include up to 35 specific investors, with the controlling shareholder, Zhuhai Huashi Huanxin Fangke Investment Enterprise (Limited Partnership), committing to subscribe for no more than 23.50% of the total issuance amount, capped at RMB 46,500.00 million [3][4]. - Other investors will include qualified institutional investors as defined by the China Securities Regulatory Commission (CSRC) [3][4]. Group 3: Fundraising and Project Investment - The total amount to be raised from the issuance is capped at RMB 198,000.00 million, with the funds allocated primarily to the construction of an artificial intelligence and high-density interconnection circuit board industrial base project [6][7]. - If the actual net fundraising amount is less than the planned investment, the company will cover the shortfall through self-raised funds [7]. Group 4: Lock-up Period and Shareholder Rights - Shares subscribed by Zhuhai Huashi Huanxin Fangke will be subject to an 18-month lock-up period, while shares subscribed by other investors will have a 6-month lock-up period [7][8]. - Post-issuance, all shareholders will share the undistributed profits accumulated before the issuance according to their respective shareholding ratios [8]. Group 5: Future Plans and Reports - The company plans to submit various proposals related to the issuance, including feasibility analysis reports and shareholder return plans, for approval at the upcoming shareholders' meeting [9][10][11]. - The company has also proposed a stock incentive plan to attract and retain talent, which will be presented for shareholder approval [11][12].

Group 1 - The company, Fangzheng Technology (600601), plans to issue A-shares to specific investors, with a total fundraising amount not exceeding 1.98 billion yuan [1] - The raised funds will be used for the construction of a high-density interconnect circuit board industrial base project focused on artificial intelligence and computing power [1] - The number of shares to be issued will not exceed 1.251 billion shares, with the issuance targeting up to 35 specific investors, including the controlling shareholder, Huanxin Fangke [1] Group 2 - Huanxin Fangke has committed to participate in the subscription with cash, with a subscription amount not exceeding 23.50% of the actual number of shares issued, amounting to a maximum of 465 million yuan [1] - The pricing benchmark for the issuance will be the first day of the issuance period, with the issuance price set at no less than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark date [1] - The issuance is subject to approval by the company's shareholders' meeting, review by the Shanghai Stock Exchange, and registration approval from the China Securities Regulatory Commission [1]