Stock code: 688003 Stock abbreviation: TZTEK Announcement No.: 2025-007

Suzhou TZTEK Technology Co., Ltd

Regarding the dilution of the company's issuance of convertible corporate bonds to unspecified objects, i.e

Announcements on returns, measures to be taken and commitments from relevant entities

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Suzhou TZTEK Technology Co., Ltd. (hereinafter referred to as the "Company") in accordance with the requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance of Listed Companies, the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market (Guo Ban Fa [2013] No. 110), as well as the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market (Guo Fa [2014] No. 17) and the In order to protect the right to know and safeguard the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issuance of convertible corporate bonds to unspecified objects on the dilution of spot returns, and formulated corresponding filling measures, and the relevant entities have made commitments to fill the immediate return measures to be effectively implemented. The details are as follows:

1. The impact of the diluted spot return on the company's main financial indicators

(1) Hypothetical premise

Based on the following assumptions, the company analyzes the impact of the diluted spot return on the diluted spot return of the issuance of convertible corporate bonds to unspecified objects, and reminds investors to pay special attention to the following assumptions that do not constitute any predictions and commitments, and investors should not make investment decisions based on this

The plan and completion time of the exchange of corporate bonds are subject to the actual completion time of the issuance plan registered by the China Securities Regulatory Commission and the actual completion time of the issuance plan and the actual time of the convertible corporate bond holders to complete the share transfer. The specific assumptions are as follows:

1. It is assumed that there are no major adverse changes in the macroeconomic environment, industry development trends, industrial policies, product market conditions and the company's operating conditions;

2. It is assumed that the issuance of the convertible corporate bonds will be completed at the end of June 2025, and it is assumed that the end of the bond will be completed

There are two scenarios: all shares have not been converted on December 31, 2025, and all shares have been fully completed by December 31, 2025

Shape. The time for the completion of the implementation of the above-mentioned issuance plan and the completion time of the share transfer are only estimates, and the actual completion time of the issuance after the issuance and listing approval of the Shanghai Stock Exchange and the approval of the registration by the China Securities Regulatory Commission and the actual completion of the share transfer by the holders of convertible corporate bonds shall prevail;

3. The total amount of funds raised in this offering is expected to not exceed RMB 90,000.00 (including 90,000.00).

10,000 yuan), without considering the impact of issuance costs, and without considering the impact of the raised funds on the company's production and operation, financial status (such as financial expenses, investment income), etc. The actual amount of funds raised in the issuance of convertible corporate bonds to unspecified objects will be finalized according to the review and registration of the regulatory authorities, the issuance and subscription of the issuance, and the issuance costs;

4. It is assumed that the impact of bank interest and interest expense of the convertible bond before the unused raised funds is not considered;

5. The company's net profit attributable to shareholders of the parent company in 2023 will be 215.1724 million yuan, net of non-recurring

The net profit attributable to shareholders of the parent company after profit and loss was 157.1474 million yuan. Assuming 2024 and 2025

The annual net profit attributable to shareholders of the parent company before deducting non-recurring gains and losses and the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses are calculated according to the following three scenarios: (1) unchanged from the previous year; (2) an increase of 10% over the previous year; (3) 10% decrease from the previous year. The aforesaid profit value does not represent the company's forecast of future profits, and is only used to calculate the impact of the diluted spot return of the convertible bond issuance on the main indicators, and investors should not make investment decisions based on it;

6. Assuming that the conversion price of the convertible bonds is 48.30 yuan per share, the price is the fourth board of directors of the company

The average trading price of the first 20 trading days of the 11th meeting (February 12, 2025) is the same as the previous transaction

The higher of the average daily trading price (the conversion price is only used to calculate the diluted spot return of this offering on the principal financial basis

The final conversion price is determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and in accordance with the market before the issuance

The situation of the market and the specific situation of the company shall be determined through consultation with the sponsor institution (lead underwriter), and may be ex-rights and ex-rights

information adjustment or downward revision);

7. When predicting the total share capital of the company, it is based on the total share capital of 193,595,000 shares before the issuance

Considering the impact of the number of shares on the share capital after the completion of the issuance and all the share conversions, other factors such as equity incentives are not considered

changes in share capital;

8. This calculation does not take into account the impact on the company's production and operation and financial status after the funds raised in this issuance are received

other impacts;

9. The above assumptions are only to measure the impact of the diluted spot return of the issuance on the company's main financial indicators.

It does not represent the company's commitment to profitability in 2024 and 2025, nor does it represent the company's operating conditions and trends

does not constitute a profit forecast. Investors should not base their investment decisions on this, and investors should invest accordingly

The company shall not be liable for any loss caused by the decision-making.

(2) The impact on the company's main financial indicators

Based on the above assumptions, the Company has calculated the impact of the diluted spot return of the Offering on earnings per share

The situation is as follows:

December 31, 2023 December 31, 2024 December 31, 2025/2025

Project Date/FY2023 Day/FY2024 FY2025 End of 2025 All End of 2025 All

Unconverted shares Transferred shares

Total share capital (shares) 192,445,000 193,595,000 193,595,000 212,228,540

Scenario 1: The net profit attributable to the parent company before/after deducting non-profits in 2024 and 2025 is the same as that of the previous period

Net profit attributable to shareholders of listed companies 21,517.24 21,517.24 21,517.24 21,517.24

(10,000 yuan)

Deductions attributable to shareholders of listed companies are not 15,714.74 15,714.74 15,714.74 15,714.74

Net profit from regular profit or loss (10,000 yuan)

Basic earnings per share (RMB/share) 1.12 1.12 1.11 1.11

December 31, 2023 December 31, 2024 December 31, 2025/2025

Project Date/FY2023 Day/FY2024 FY2025 End of 2025 All End of 2025 All

Unconverted shares Transferred shares

Diluted earnings per share (RMB/share) 1.11 1.12 1.11 1.11

After deducting non-recurring gains and losses, basic earnings per share were 0.82 0.82 0.81 0.81

Profit (RMB/share)

Diluted per share, net of non-recurring gains and losses, was 0.81 0.81 0.81 0.81

Profit (RMB/share)

Scenario 2: In 2024 and 2025, the net profit attributable to the parent company before and after deducting non-profits will increase by 10% compared with the previous period

Net profit attributable to shareholders of listed companies 21,517.24 23,668.96 26,035.86 26,035.86

(10,000 yuan)

Deductions attributable to shareholders of listed companies are not 15,714.74 17,286.22 19,014.84 19,014.84

Net profit from regular profit or loss (10,000 yuan)

Basic earnings per share (RMB/share) 1.12 1.23 1.35 1.34

Diluted earnings per share (RMB/share) 1.11 1.23 1.34 1.34

After deducting non-recurring gains and losses, the basic per share was 0.82 0.90 0.98 0.98

Profit (RMB/share)

After deducting non-recurring gains and losses, diluted per share was 0.81 0.90 0.98 0.98

Profit (RMB/share)

Scenario 3: In 2024 and 2025, the net profit attributable to the parent company before and after deducting non-profits will decrease by 10% compared with the previous period

Net profit attributable to shareholders of listed companies 21,517.24 19,365.52 17,428.96 17,428.96

(10,000 yuan)

Deductions attributable to shareholders of listed companies are not 15,714.74 14,143.27 12,728.94 12,728.94

Net profit from regular profit or loss (10,000 yuan)

Basic earnings per share (RMB/share) 1.12 1.01 0.90 0.90

Diluted earnings per share (RMB/share) 1.11 1.00 0.90 0.90

After deducting non-recurring gains and losses, basic per share was 0.82 0.74 0.66 0.66

Profit (RMB/share)

After deducting non-recurring gains and losses, diluted per share was 0.81 0.73 0.65 0.65

Profit (RMB/share)

Note: The above-mentioned basic earnings per share and diluted earnings per share are in accordance with the Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public Offering

No. 9 - Calculation and Disclosure of Return on Equity and Earnings per Share (Revised in 2010).

2. Risk warning of dilution of spot returns in this issuance

After the completion of this issuance, the company will make reasonable and effective use of the raised funds to enhance the company's operating capabilities

and improve the long-term profitability of the company. Since the raised funds are invested in the construction of the project requires a certain period of time, the construction period

Shareholder returns are still primarily achieved through existing businesses.

After the completion of the issuance, before the transfer of shares, the company needs to pay interest on the convertible corporate bonds that have not been converted according to the pre-agreed coupon rate, because the coupon rate of convertible corporate bonds is generally low, under normal circumstances, the company's profit growth on the use of funds raised by convertible corporate bonds will exceed the bond interest paid by convertible corporate bonds, and will not dilute earnings per share. If the earnings growth generated by the company's use of the proceeds from the convertible corporate bonds cannot cover the bond interest payable on the convertible corporate bonds, the company's after-tax profit will be exposed to the risk of decline, which will dilute the immediate return of the company's common shareholders.

After the convertible corporate bonds held by investors are partially or fully converted into shares, the company's total share capital and net assets will increase accordingly, which will have a certain dilution effect on the company's original shareholders' shareholding ratio, the company's return on net assets and earnings per share.

In addition, the issuance of convertible corporate bonds to unspecified targets has a downward revision clause on the conversion price, and when the clause is triggered, the company may apply for a downward revision of the conversion price, resulting in an increase in the number of new shares due to the conversion of convertible corporate bonds, thereby expanding the potential dilution effect of the issuance of convertible corporate bonds to unspecified targets to the original ordinary shareholders of the company.

Although the company has formulated compensation measures to deal with the risk of dilution of immediate returns, the compensation measures formulated are not equivalent to a guarantee of the company's future profits, and investors should pay attention to the risk of dilution of the company's immediate returns. The specific measures formulated to compensate for the dilution of the immediate return are not equivalent to a commitment or guarantee to the company's future profits, and investors should not make investment decisions based on them, and the company shall not be liable for compensation if investors make investment decisions based on them and cause losses. The company invites investors to pay attention to it and pay attention to investment risks.

3. Analysis of the necessity and reasonableness of the issuance

The issuance of convertible corporate bonds to unspecified objects to raise funds for investment projects (hereinafter referred to as "fund-raising projects") have been carefully demonstrated by the company, and its implementation is necessary and feasible, which will further optimize the company's product structure, expand business scale, and enhance the company's competitiveness, profitability and sustainable development capabilities www.sse.com.cn

Feasibility analysis report on the use of funds raised by the issuance of convertible corporate bonds by science and technology co., ltd. to unspecified objects.

Fourth, the relationship between the fundraising project and the company's existing business

The company issued convertible corporate bonds to unspecified objects, and the fund-raising projects are "R&D and Industrialization Project of Industrial Vision Equipment and Precision Measuring Instruments", "R&D and Industrialization Project of Semiconductor Measurement Equipment" and "R&D and Industrialization Project of Intelligent Driving and Embodied Intelligent Controller", all of which focus on the company's main business, as follows:

(1) R&D and industrialization projects of industrial vision equipment and precision measuring instruments

The implementation of this project will help improve the company's precision measuring instrument product system, meet the measurement needs of high-end application fields, and expand the company's market coverage; At the same time, a number of products to be developed in this project are based on the company's completely independent and controllable core technology and key components, which will help to build the company's core technical barriers and further compete with foreign companies in the market space of high-end application fields under the background of the increasingly significant wave of domestic substitution.

(2) R&D and industrialization projects of semiconductor measurement equipment

Through the implementation of this project, the company plans to jointly carry out the research and development and industrialization of semiconductor measurement equipment with its German subsidiary. Relying on MueTec's more than 30 years of industry experience in serving semiconductor customers and the company's rich experience in industrial applications, the implementation of this project will help give full play to the advantages of both parties and enhance the company's core competitiveness in the field of semiconductor measurement equipment. Therefore, the implementation of this project is a necessary move for the company to deepen the layout of the semiconductor business and promote the high-quality development of the company's semiconductor business.

(3) R&D and industrialization projects of intelligent driving and embodied intelligent controllers

In this project, the company will rely on its own technology accumulation, product accumulation and industry application experience in the fields of edge computing and intelligent driving domain controllers, and focus on the two product lines of vehicle-grade intelligent driving domain controllers and embodied intelligent controllers, and carry out R&D and industrialization of the underlying software and hardware platforms and related tool chains. The company will further improve the performance indicators and functional perfection of domain controller products, and effectively support more complex,

The application of higher-level autonomous driving scenarios and innovative applications for humanoid robot scenarios continue to expand the breadth and depth of technology applications and open up new profit growth points for the company.

To sum up, the investment project of the raised funds is closely related to the company's existing business, in line with the development plan of the company's main business, which is conducive to consolidating and enhancing the company's market position, improving the company's profitability and strengthening the company's comprehensive competitiveness.

5. The company's reserves in terms of personnel, technology, and market for the implementation of fund-raising projects

(1) Personnel reserves

In terms of personnel reserves, the company has always attached importance to the cultivation and construction of talent teams, continuously introduced high-end talents, and created an excellent talent echelon with high and strong synergy, with a deep talent reserve. The company's R&D team has a wide range of professional coverage, including machine vision, deep learning, measurement and control technology and instruments, electronic information, industrial design, automation, electromechanical, mechanical design, computer, automotive and other majors, which fully meets the needs of technology research and development in the industry. The company has implemented an employee stock ownership plan and a restricted stock incentive plan to attract, motivate and retain core technical talents, mobilize the enthusiasm and creativity of employees, and improve the cohesion of employees and the company's core competitiveness by establishing and improving the long-term benefit sharing mechanism between workers and owners.

As of June 30, 2024, the company has 738 R&D personnel, accounting for 37.31%. Company-owned

Sufficient and well-structured personnel reserves provide sufficient human resources support for the implementation of this fundraising project.

(2) Technical reserves

In terms of technical reserves, the company has been attaching importance to independent innovation since its establishment, and continuously improving the core competitiveness of the company's technology and products. From 2021 to 2023, the company's R&D investment will be 262.7403 million yuan, 311.5394 million yuan and 325.7407 million yuan respectively, accounting for 20.77%, 19.60% and 19.77% of the operating income in the same period. The company continues to maintain high-intensity R&D investment, focusing on machine vision, precision opto-electromechanical and other technical fields, and in-depth development of intellectual property

Right layout. As of June 30, 2024, the company has obtained a total of 477 patents, of which 266 have been issued

Ming patents, a total of 145 software copyrights. After more than 10 years of continuous R&D and in-depth excavation, the company has made a number of technological breakthroughs in the key areas of machine vision core technology, and has the underlying layer of machine vision development

algorithms, platform software, and the ability to design core components such as advanced vision sensors and precision drive controllers. As the first completion unit, the company won the first prize of Jiangsu Science and Technology Award in 2022. The fund-raising project is carried out around the company's main business, the company's existing technical reserves can meet the needs of the investment project, and there is no technical obstacle to the implementation of the investment project.

(3) Market reserves

In terms of market reserves, the company has a leading market position in the field of industrial machine vision in China. The company's industrial vision equipment has been recognized by internationally renowned customers in the downstream industry, and its products have a high reputation and recognition in the industry, and have established a good brand image and market position in the industry. The company's main customers include Foxconn, BOE, Sunwoda, Desay, Dongshan Precision, Infineon, LONGi, Bosch, Sanhua Intelligent Control, Alibaba, Tencent, etc. Through long-term cooperation, the company's cooperative relationship with core consumer electronics manufacturers has become more and more stable, and the cooperation areas and orders with core customers have gradually expanded. The company will continue to stabilize existing customers, while increasing brand promotion efforts and distribution channel construction, and gradually improve the company's marketing capabilities. While continuing to cultivate consumer electronics customers, the company will vigorously expand customers in other fields such as semiconductors, PCB, new energy and intelligent driving, and gradually establish continuous cooperative relations with a number of core customers. At the same time, the company will continue to pay close attention to and explore new applications and new business opportunities related to artificial general intelligence (AGI) to open up new performance growth points for the company.

6. Measures taken by the company to dilute the immediate return of this issuance

(1) Strengthen the management and use of raised funds, and accelerate the investment progress of fund-raising projects

After the funds raised by this issuance are received, the company will strictly follow the relevant provisions of the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance of Listed Companies, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Management System of Raised Funds of Suzhou TZTEK Technology Co., Ltd. Ensure that the funds raised are used according to the original purpose

It is fully and effectively used to ensure the rational and standardized use of raised funds, prevent the risk of using raised funds, and improve the efficiency of the use of raised funds.

(2) Continuously improve corporate governance and provide institutional guarantee for the development of the company

The company has established and improved the corporate governance structure, standardized operation, has a sound independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and has set up an efficient and capable organizational function that is compatible with the company's production and operation, can fully operate independently, and has formulated corresponding job responsibilities, and the responsibilities of various functional departments are clear and mutually restrictive. The company's organizational structure is reasonable and effective, and the powers and responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management are clear, mutual checks and balances, and the operation is good, forming a set of reasonable, complete and effective corporate governance and management framework. The company will strictly abide by the provisions of laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Code of Governance for Listed Companies, and constantly improve the governance structure to ensure that shareholders can fully exercise their rights; Ensure that the Board of Directors is able to exercise its powers and make scientific, prompt and prudent decisions in accordance with the provisions of laws, regulations and the Articles of Association; Ensure that independent directors can conscientiously perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of small and medium-sized shareholders; Ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, managers and other senior management personnel and the company's finances, so as to provide institutional guarantee for the company's development.

(3) Further strengthen operation management and internal control, and improve the company's operational efficiency

The company will further strengthen the operation management and internal control of the company, improve the efficiency of the company's daily operations, improve and strengthen the investment decision-making procedures, rationally use various financing tools and channels, control the cost of capital, improve the efficiency of capital use, and save the company's various expenses, reduce the company's operating costs, comprehensively and effectively control the company's operation and capital control risks, and improve the overall operational efficiency under the premise of ensuring that the company's business development needs for working capital are met.

(4) Improve the profit distribution system and optimize the return mechanism for investors

The company has always attached great importance to the reasonable return on investment for shareholders, while taking into account the sustainable development of the company, and has formulated a sustainable, stable and scientific dividend policy. The company will be listed in accordance with the "Company Law of the People's Republic of China".

Regulatory Guidelines No. 3 - Cash Dividends of Listed Companies" and other relevant documents, continue to revise and improve the "Articles of Association of Suzhou TZTEK Technology Co., Ltd." and formulate shareholder return plans accordingly. The company will strictly follow the provisions of the Articles of Association of Suzhou TZTEK Technology Co., Ltd., improve the decision-making mechanism for profit distribution, attach importance to reasonable returns to investors, and actively distribute dividends by means of cash dividends, so as to attract investors and enhance the investment value of issuers. The company's profit distribution policy attaches great importance to the reasonable return on investment for investors, especially small and medium-sized investors, and will fully listen to the opinions of investors and independent directors, effectively safeguard the rights of the company's shareholders to enjoy investment income in accordance with the law, and reflect the company's long-term development concept of actively rewarding shareholders.

In the future, the company will maintain the continuity and stability of the profit distribution policy, and after the completion of the convertible corporate bond issuance, the company will strictly implement the dividend policy.

7. The commitment of the relevant entity to the company's immediate return measures can be effectively fulfilled

(1) Commitment of the controlling shareholder and actual controller

Suzhou Qingyi Investment Co., Ltd., the controlling shareholder of the company, and Xu Yihua, the actual controller, made the following commitments on the filling measures taken by the company to dilute the immediate return of the issuance of convertible corporate bonds to unspecified objects:

"1. The company/I promise not to interfere in the company's operation and management activities beyond its authority, and not to encroach on the company's interests.

2. From the date of issuance of this commitment to the completion of the company's issuance, if the China Securities Regulatory Commission, the Shanghai Stock Exchange and other securities regulatory authorities make other new regulatory provisions on the compensation measures and their commitments, and the above commitments cannot meet the requirements of the regulatory authorities, the company/I promise to issue supplementary commitments in accordance with the latest regulations of the regulatory authorities.

3. The company/I promise to earnestly fulfill the relevant compensation measures formulated by the company and any commitments made by the company/myself in relation to the compensation measures, and if the company/I violate these commitments and cause losses to the company or investors, the company/I am willing to bear the compensation liability to the company or investors in accordance with the law.

In case of violation of the above commitments or refusal to fulfill the above commitments, the Company/I agree to impose relevant penalties or take relevant regulatory measures against the Company/myself in accordance with the relevant regulations and rules formulated or issued by the China Securities Regulatory Commission, the Shanghai Stock Exchange and other securities regulatory authorities. ”

(2) Commitment of directors and senior management

All directors and senior management of the company make the following commitments on the fact that the filling measures taken by the company to issue convertible corporate bonds to unspecified targets to dilute the spot return can be effectively fulfilled:

"1. I promise to perform my duties faithfully and diligently and safeguard the legitimate rights and interests of the company and all shareholders.

2. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways.

3. I promise to restrain my duty consumption behavior.

4. I promise not to use the company's assets to engage in investment and consumption activities unrelated to my performance of duties.

5. I promise that the remuneration system formulated by the board of directors or the remuneration committee is linked to the implementation of the company's compensation measures.

6. If the company implements equity incentives in the future, I promise that the exercise conditions of the future equity incentive plan are linked to the implementation of the company's compensation measures.

7. After the issuance of this commitment, if the China Securities Regulatory Commission, the Shanghai Stock Exchange and other regulatory authorities make other new regulatory provisions on the compensation measures and their commitments, and the above commitments cannot meet the requirements of the regulatory authorities, I promise to issue supplementary commitments in accordance with the latest regulations of the regulatory authorities.

8. I promise to earnestly fulfill the relevant compensation measures formulated by the company and any commitments I have made regarding the compensation measures, and if I violate these commitments and cause losses to the company or investors, I am willing to bear the corresponding legal responsibility for the company or investors in accordance with the law.

If I violate the above commitments or refuse to fulfill the above commitments, I agree that the China Securities Regulatory Commission, the Shanghai Stock Exchange and other regulatory authorities shall impose relevant penalties or take relevant regulatory measures against me in accordance with the relevant regulations and rules formulated or issued by them. ”

8. Procedures for the consideration of the filling measures and commitments for the diluted spot returns of this issuance

On February 12, 2025, the Company held the first meeting of the 2025 Special Meeting of Independent Directors

At the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, the meeting deliberated and passed the "Proposal on the Company's Issuance of Convertible Corporate Bonds to Unspecified Objects to Dilute Spot Returns, Take Filling Measures and Relevant Subject Commitments", which still needs to be submitted to the company's general meeting of shareholders for deliberation.

The announcement is hereby made.

Board of Directors of Suzhou TZTEK Technology Co., Ltd

February 13, 2025