Fundraising Plan - The company plans to raise up to RMB 800 million through a private placement of A-shares to enhance its competitiveness and support business development [1] - The net proceeds after deducting issuance costs will be allocated to various projects, with a total investment of approximately RMB 899.77 million [2] Project Necessity and Feasibility - The expansion of the manufacturing base in Malaysia and the establishment of a new base in Mexico are aimed at strengthening the company's international layout strategy, enhancing production capabilities, and improving market influence [3][4] - The projects will help the company respond to global supply chain challenges and trade risks, leveraging local supply chains and improving service efficiency for North American and Southeast Asian markets [5] Health Environment Product Expansion - The company aims to capitalize on the growing demand for health-related products, such as air and water purifiers, which are projected to see significant market growth [7][8] - The expansion will enhance the product matrix and improve market competitiveness in the health environment sector [8] R&D Center Upgrade - The R&D center upgrade will focus on emerging technologies, including AI-driven solutions and new materials, to strengthen the company's technological capabilities and innovation [11][14] - The project aims to improve the research environment and foster talent development, ensuring the company maintains its competitive edge in the market [14][16] Financial Impact - The fundraising is expected to enhance the company's asset structure and financial stability, leading to increased profitability and sustainable growth [21] - The investment projects align with the company's strategic direction and are anticipated to yield positive economic and social benefits [21]

Group 1 - The company plans to issue A-shares to raise no more than 800 million yuan to enhance its core competitiveness and profitability for sustainable development [1][9] - The company operates under a UDM model, providing smart control components, innovative consumer electronics, health environment products, and automotive electronics, while also offering smart manufacturing solutions for SMEs [1][2] - The company has established a "Big Triangle" strategy to develop international manufacturing bases in Asia (China, Malaysia), Europe (Hungary), and the Americas (Mexico) to enhance global operational capabilities [2][5] Group 2 - The global smart controller market is projected to reach approximately $1.89 trillion in 2023, with an expected growth to about $1.98 trillion in 2024, reflecting a growth rate of 4.9% [2] - The demand for health environment products, such as air purifiers, is increasing due to heightened public health awareness and consumer upgrading trends [3][4] - The company’s development aligns with national policies promoting high-end and intelligent manufacturing, responding to the "14th Five-Year Plan" for smart manufacturing [4][5] Group 3 - The company aims to enhance its international competitiveness by establishing overseas manufacturing bases, which aligns with national strategies for optimizing international production cooperation [5][9] - The funds raised will be allocated to expand the manufacturing base in Malaysia, construct a new base in Mexico, and upgrade the R&D center, thereby improving the company's product matrix and profitability [9][19] - The issuance of A-shares is deemed necessary to increase the company's total assets and net assets, enhancing its financial stability and risk resistance [9][19] Group 4 - The company has accumulated significant technological expertise in smart control components and innovative consumer electronics, focusing on AI algorithm optimization and smart interaction systems [6][7] - The company plans to develop health environment products centered around "sunshine, air, and water," addressing new health demands and expanding its product offerings [7][8] - The company emphasizes R&D investment as a core strategy to drive innovation and maintain a competitive edge in the technology-intensive industry [8][19]

Group 1 - The company, Xiamen Yingqu Technology Co., Ltd., has announced a plan to issue A-shares to specific investors, which was approved during the board meeting held on August 20, 2025 [1] - The relevant announcements and documents regarding the A-share issuance plan were disclosed on August 21, 2025, on the designated information disclosure website [1] - The issuance plan is subject to approval by the shareholders' meeting, review by the Shenzhen Stock Exchange, and registration approval by the China Securities Regulatory Commission [1]

Core Viewpoint - The announcement details the issuance of A-shares by Xiamen Yingqu Technology Co., Ltd. to specific investors, addressing the dilution of immediate returns and outlining measures to compensate for this dilution [1][5]. Financial Impact Analysis - The issuance is projected to increase the total share capital from 77,744.18 million shares to 83,164.23 million shares [3][4]. - The total amount of funds raised from this issuance is estimated at 80,000 million yuan [3]. - The company analyzed three scenarios for net profit attributable to shareholders for 2025: 1. No growth compared to the previous year, resulting in a diluted earnings per share (EPS) of 0.32 yuan [4]. 2. A 10% increase in net profit, leading to a diluted EPS of 0.36 yuan [4]. 3. A 20% increase in net profit, resulting in a diluted EPS of 0.39 yuan [4]. Use of Proceeds - The raised funds will be allocated to the expansion of manufacturing bases in Malaysia and Mexico, production expansion of health environment products, and upgrades to the R&D center [6][9]. - The projects align with the company's existing business and aim to enhance overseas operations, meet customer supply chain demands, and strengthen R&D capabilities [6][8]. Company Strategy - The company is focused on a "Big Triangle" development strategy, establishing synchronized operations across Asia, Europe, and America to enhance its global manufacturing capabilities [6][8]. - The company aims to provide comprehensive smart manufacturing solutions, integrating R&D, production, and supply chain management [6][8]. Management and Technical Preparedness - The company has a stable team of experienced management and technical personnel in the smart manufacturing sector, ensuring effective project implementation [7]. - Significant technological reserves have been built in areas such as embedded software and hardware development, wireless communication, and artificial intelligence [7][8]. Measures to Mitigate Dilution Risk - The company has established a fundraising management system to ensure the proper use of raised funds and to mitigate risks associated with immediate return dilution [9][10]. - Specific measures include strict supervision of fund usage, regular internal audits, and a commitment to enhance shareholder returns through improved profitability [9][10]. Commitment to Shareholder Returns - The company has outlined a three-year dividend plan (2025-2027) to ensure reasonable returns for shareholders [10]. - Commitments from major shareholders and management to not interfere with company operations or harm company interests have been made to protect investor rights [11][12].

Core Viewpoint - The company, Xiamen Yingqu Technology Co., Ltd., plans to issue A-shares to specific investors to enhance capital strength, optimize asset structure, and improve risk resistance for high-quality development [1][2] Group 1: Meeting Decisions - The fifth session of the board's audit committee was held on August 20, 2025, with all three members present, and the proposal for issuing A-shares was unanimously approved [1][2] - The proposal to issue A-shares to specific investors requires approval from the board and shareholders [2] Group 2: Issuance Details - The type of shares to be issued is domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 per share [2] - The issuance will occur at an appropriate time after obtaining approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3] - The issuance price will be determined through a bidding process, with a minimum price set at 80% of the average trading price over the previous 20 trading days [3] Group 3: Investor Eligibility and Subscription - The issuance targets up to 35 specific investors, including securities investment funds, securities companies, trust companies, financial companies, insurance institutional investors, and qualified foreign institutional investors [4] - The issuance does not include the company's controlling shareholders or related parties, ensuring no related party transactions [4] Group 4: Fundraising and Use of Proceeds - The total amount to be raised is capped at RMB 800 million, with the number of shares issued not exceeding 30% of the total shares before the issuance [5] - The net proceeds from the issuance will be used for specific projects, with adjustments made based on the actual amount raised [7][8] Group 5: Lock-up Period and Management - Shares acquired through this issuance will have a lock-up period of six months post-issuance [6] - The company has established a management system for the raised funds, which will be deposited in a designated account [8] Group 6: Additional Provisions - The decision for the issuance is valid for twelve months from the date of approval by the shareholders [9] - The company will not need to prepare a report on the use of previous fundraising as it has been over five years since the last fundraising event [12]

Core Viewpoint - The company plans to issue A-shares to specific investors to enhance capital strength, optimize asset structure, and improve risk resistance for high-quality development [1][2][3] Group 1: Meeting Decisions - The board meeting approved the proposal for the company to issue A-shares to specific investors with a unanimous vote of 9 in favor [1][2] - The proposal will be submitted to the shareholders' meeting for approval, requiring a two-thirds majority of the voting shares present [2][10] Group 2: Issuance Details - The type of shares to be issued is domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 per share [2][3] - The issuance will occur at an appropriate time after obtaining approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3] Group 3: Pricing and Conditions - The issuance price will be determined through a bidding process, not lower than 80% of the average trading price of the company's A-shares over the 20 trading days prior to the pricing date [3][4] - Adjustments to the issuance price will be made if there are any corporate actions such as dividends or stock splits during the pricing period [4][5] Group 4: Target Investors - The issuance will target no more than 35 specific investors, including securities investment funds, securities companies, trust companies, financial companies, insurance institutional investors, and qualified foreign institutional investors [4][5] - The issuance will exclude the company's controlling shareholders and related parties, ensuring no related party transactions occur [5][6] Group 5: Fundraising and Utilization - The total amount to be raised from the issuance will not exceed RMB 800 million, with the number of shares issued calculated based on the final determined price [5][6] - The net proceeds from the issuance will be used for specific projects, with a total investment of RMB 899.77 million planned [7][8] Group 6: Lock-up Period and Management - Shares acquired through this issuance will have a lock-up period of six months post-issuance [6][7] - The company has established a management system for the raised funds, which will be kept in a designated special account [8][9] Group 7: Shareholder Rights and Future Meetings - The retained earnings before the issuance will be shared among new and existing shareholders based on their respective holdings after the issuance [9][10] - A third extraordinary shareholders' meeting is scheduled for September 8, 2025, to further discuss the issuance [15][16]

Core Points - The company has convened a special meeting of independent directors to discuss the issuance of A-shares to specific investors, which has been approved unanimously [1][2][10] - The company is set to issue A-shares with a face value of RMB 1.00 each, and the issuance will occur after obtaining necessary approvals from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3] - The total amount to be raised from this issuance is capped at RMB 80 million, with the number of shares issued not exceeding 30% of the company's total shares prior to the issuance [5][6][8] Issuance Details - The shares will be issued to no more than 35 specific investors, excluding the company's controlling shareholders and related parties [5][6] - The pricing of the shares will be determined through a bidding process, with a minimum price set at 80% of the average trading price over the 20 trading days prior to the pricing date [3][4] - The shares will be subject to a six-month lock-up period post-issuance, during which the investors cannot transfer their shares [6][7] Fund Utilization - The net proceeds from the issuance, after deducting issuance costs, will be allocated to specific projects totaling RMB 89.977 million, with RMB 80 million planned for investment [8][9] - The company will manage the funds in a designated account, ensuring compliance with relevant regulations [9] Governance and Compliance - The independent directors have confirmed that the issuance plan complies with applicable laws and regulations, ensuring no harm to the interests of the company or its shareholders [10][12] - The board has been authorized to handle all matters related to the issuance, streamlining the process for efficiency [13][14]

Meeting Information - The company will hold its third extraordinary general meeting of shareholders on September 8, 2025, at 15:00 in Xiamen [1] - The meeting will allow both on-site and online voting, with specific time slots for each voting method [1][2] Voting Procedures - Shareholders can attend the meeting in person or appoint a proxy to vote on their behalf [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system from 9:15 to 15:00 on the meeting day [1][2] Agenda Items - The meeting will discuss several proposals related to the issuance of A-shares to specific investors, including feasibility analysis and measures to mitigate immediate return dilution [3][4] - All proposals require a special resolution, needing approval from over two-thirds of the voting rights represented at the meeting [4] Registration Requirements - Individual shareholders must present their ID for registration, while corporate shareholders need to provide additional documentation [5] - Remote shareholders can register via mail or email, but must present original documents at the meeting [5] Additional Information - The company will disclose the voting results separately for minority investors, defined as those not holding more than 5% of shares [4] - The meeting will be held at the company's innovation industrial park in Xiamen [1]

一、关于公司符合向特定对象发行 A 股股票条件的独立意见 厦门盈趣科技股份有限公司 独立董事关于第五届董事会第十九次会议 相关事项的独立意见 根据《上市公司独立董事管理办法》《深圳证券交易所股票上市规则》《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等法 律、法规、规范性文件以及《厦门盈趣科技股份有限公司章程》《厦门盈趣科技 股份有限公司独立董事制度》等有关规定，我们作为厦门盈趣科技股份有限公司 （以下简称"公司"）的独立董事，认真审阅了公司第五届董事会第十九次会议 审议的议案，并对公司第五届董事会第十九次会议相关事项发表如下独立意见： 经核查，我们认为：根据《中华人民共和国公司法》《中华人民共和国证券 法》《上市公司证券发行注册管理办法》等相关法律、法规及规范性文件的规定， 对照申请向特定对象发行 A 股股票的要求对公司实际情况进行自查后，我们认 为公司符合向特定对象发行 A 股股票的各项资格和条件。因此，我们同意《关 于公司符合向特定对象发行 A 股股票条件的议案》，并同意提交公司股东会审 议。 二、关于公司向特定对象发行 A 股股票方案的独立意见 经核查，我们认为：公司本次向 ...

厦门盈趣科技股份有限公司 独立董事关于是否存在同业竞争及避免同业竞争 三、募投项目实施后不会影响公司独立性 盈趣科技拟申请向特定对象发行 A 股股票募集资金扣除发行费用后，将用 于马来西亚智造基地扩建项目、墨西哥智造基地建设项目、健康环境产品扩产项 目、研发中心升级项目，不涉及新增同业竞争事项。本次募集资金投资实施后， 不会与控股股东、控股股东的股东、实际控制人，以及其控制的其他企业或经济 组织新增构成重大不利影响的同业竞争、显失公平的关联交易，或者严重影响公 司生产经营的独立性。 综上，我们认为，公司与其控股股东万利达工业、控股股东的股东 Malata Holdings Limited、实际控制人吴凯庭以及其控制的其他企业或经济组织不存在同 业竞争的情形；已做出的避免同业竞争的承诺和采取的避免同业竞争措施明确、 具体、可行有效；本次募集资金投资实施后，不会新增同业竞争或严重影响公司 生产经营的独立性；符合《监管规则适用指引——发行类第 6 号》及《上市公司 监管指引第 4 号——上市公司及其相关方承诺》的要求，不存在损害上市公司及 中小股东合法权益的情形。 措施有效性的独立意见 经独立董事审慎核查，公司控股 ...