南京华脉科技股份有限公司 二〇二五年七月 南京华脉科技股份有限公司 2025 年第一次临时股东会会议资料 南京华脉科技股份有限公司 各位股东及股东代表： 为维护公司及全体股东的合法权益，明确股东会的职责和权限，提高股东 会议事效率，保证股东会依法行使职权，现制定规则如下： 一、本公司根据《公司法》、 《证券法》、 《上市公司股东大会规则》等法律法 规及《公司章程》的规定，认真做好本次股东会的各项工作。 二、董事会或其他召集人应当采取必要措施，保证股东会的正常秩序。对于 干扰大会，寻衅滋事和侵犯股东合法权益的行为，公司应当采取措施加以制止并 及时报告有关部门查处。 三、召集人和公司聘请的律师将依据证券登记结算机构提供的股东名册共同 对股东资格的合法性进行验证，并登记股东姓名（或名称）及其所持有表决权的 股份数。股东可以亲自出席股东会并行使表决权，也可以委托他人代为出席和在 授权范围内行使表决权。 四、会议主持人应按预定时间宣布开会，会议按列入议程的议题和提案顺序 逐项进行。股东会对提案进行表决前，应当推举两名股东代表参加计票和监票。 股东会对提案进行表决时，应当由律师、股东代表与监事代表共同负责计票、监 票。审 ...

Core Viewpoint - Recent changes in fundraising projects by companies such as Xingqiu Graphite, Hitech, and Huamai Technology are primarily due to shifts in market conditions, increased competition, and underwhelming demand in sectors like energy storage, intelligent driving, and communication [1][2][3]. Group 1: Fundraising Project Changes - Xingqiu Graphite announced a change in its fundraising project from "graphite crucibles and boxes for lithium battery anodes" to "silicon carbide and carbon-based composite anti-corrosion equipment and systems," reallocating 195 million yuan, which is 31.81% of the net fundraising amount [2]. - Hitech terminated its energy storage fundraising project, reallocating 53.8847 million yuan to permanently supplement working capital due to significant changes in the business model and market environment, leading to increased competition and compressed profit margins [3]. - Huamai Technology announced delays in some fundraising projects, with the completion of its 5G wireless network coverage RF device project postponed by two years to July 2027, due to structural reductions in telecom capital expenditures and increased competition [4]. Group 2: Market Conditions and Financial Implications - Xingqiu Graphite cited a significant change in market conditions, with weak demand in the new energy vehicle and energy storage markets leading to declining prices and low profit margins in the graphite anode materials sector [2]. - Hitech's latest performance forecast indicates a projected net loss of 52.5 million to 63 million yuan for the first half of the year, exacerbated by reduced orders in its military electronics and high-end medical equipment sectors [3]. - Huamai Technology's project adjustments reflect a need to address lower-than-expected market demand for certain products, resulting in a slowdown in capacity expansion and a revised investment plan [4]. Group 3: Project Implementation Challenges - Hitech's project implementation faced delays due to the need for land approval procedures after changing the project location, as well as construction delays caused by the discovery of buried construction and household waste [6]. - Nanwei Technology announced changes in its fundraising projects, reallocating surplus funds to permanently supplement working capital and delaying the overseas research and marketing center construction project until June 2026 due to global economic fluctuations [6]. - Botong Integration adjusted its investment structure for the "smart transportation and intelligent driving R&D and industrialization project," reducing the fundraising amount by 210 million yuan and reallocating it to a new project focused on edge AI processor products [7].

Core Viewpoint - The company plans to delay the implementation of certain fundraising investment projects and adjust its internal investment structure to enhance the efficiency of fundraising fund utilization, in response to market changes and project implementation conditions [1][14]. Fundraising Basic Situation - The company raised a total of RMB 252 million through a non-public offering of 24,589,840 shares at a price of RMB 10.24 per share, with a face value of RMB 1 per share [1]. - The funds are managed in a dedicated account with a tripartite supervision agreement signed with the sponsoring institution and the bank [2]. Current Fund Storage and Account Situation - As of May 31, 2025, the total balance of the raised funds is RMB 62,280,340.27, with RMB 20,000,000 in structured deposits [2]. Project Re-evaluation - The company re-evaluated the necessity and feasibility of the 5G wireless network coverage RF device product R&D and industrialization project, confirming its alignment with long-term strategic planning [3][14]. - The project includes the development of multi-system access platforms (POI) and passive microwave devices, which are essential for indoor coverage in 5G communication systems [4][6]. Market Demand and Trends - The demand for POI products is expected to grow due to the increasing requirements for low latency and diverse network standards in 5G applications [4][6]. - The company aims to leverage the growing market for customized communication solutions across various sectors, including public safety and industrial applications [4][6]. Internal Investment Structure Adjustment - The company plans to reduce investment in the 5G broadband passive device production line and focus on POI production line construction, adjusting the investment amounts accordingly [10][11]. - The total adjusted investment for the project is RMB 78.81 million, with a focus on enhancing R&D expenditures to adapt to market changes [10][14]. Expected Revenue from Projects - The projected annual sales revenue upon full production is approximately RMB 215.41 million, with a payback period of 5.35 years and an internal rate of return of 20.01% [13][14]. Project Delay Reasons - The delay in the project completion is attributed to structural reductions in telecom operators' capital expenditures and increased competition in the market, leading to lower profit margins [14][15]. - The company has assessed that there are no factors affecting the normal progress of the fundraising plan [15]. Decision-Making Process - The decision to delay the project and adjust the investment structure has been approved by the company's board and supervisory committee, and will be submitted for shareholder approval [16].