香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部份內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 茲提述中國高速傳動設備集團有限公司（「本公司」）日期為二零二五年五月二十 六日的公告，內容有關翰達貸款及債權轉讓（「五月二十六日公告」）。除另有說明 外，本公告所用之詞彙與五月二十六日公告所界定者具有相同涵義。 本公告之目的乃為符合上市規則而就翰達貸款及債權轉讓，以及本公司為防止類 似事件再次發生而採取的補救措施提供補充資料。 有關翰達貸款及債權轉讓的進一步資料 按本公司目前可得的記錄，有關翰達貸款及債權轉讓的事件時序表載列如下。 | 日期 | 事件 | | --- | --- | | 二零二四年三月十八日 | 南京翰達簽署翰達貸款的交易文件（包括借款協議 | | | 及Charge Over Bank Account）。 | | 二零二四年三月十九日 | 南京翰達以同日銀行票據的方式向共同借款人之 | | | 一南京豐盛康居支付本金。 | | 二零二四年六月二十八日 | 南京翰達簽署債權轉讓協議並向共同 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國高速傳動設備集團有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00658 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | USD | | 0.01 | USD | | 30,000,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 3,000,000,000 | USD | | 0.01 | USD | | 30,000,000 | FF ...

Group 1 - The majority of wind power stocks in the Hong Kong market have risen, indicating positive market sentiment in the sector [1] - Dongfang Electric (01072.HK) has seen an increase of over 8%, reflecting strong investor interest [1] - Longyuan Power (00916.HK) has risen by more than 3%, contributing to the overall upward trend in wind power stocks [1] - China High-Speed Transmission (00658.HK) has experienced an increase of over 1%, further supporting the positive performance of the sector [1]

Core Viewpoint - The ongoing dispute between China High-Speed Transmission (00658.HK) and its major shareholder, Fengsheng Holdings (00607.HK), has taken a dramatic turn with the postponement of a special shareholders' meeting originally scheduled for April 24, 2023, now delayed until June 30, 2028, raising concerns about governance and shareholder rights [1][6][8]. Group 1: Background of the Dispute - Fengsheng Holdings acquired over 70% of China High-Speed Transmission's shares in 2016 at a premium of 46.6% to the market price, leading to a power struggle between the two parties [3]. - The conflict escalated in March 2023 when Fengsheng Holdings proposed to remove the current chairman and his father from their positions [3][4]. - The core asset in question is Nanjing High-Speed Gear Manufacturing Co., which has undergone changes in its governance structure that may affect Fengsheng Holdings' control [4][5]. Group 2: Reasons for Postponement - The board of China High-Speed Transmission cited several reasons for the postponement of the special shareholders' meeting, including opposition from other shareholders, a petition from 6,857 employees, and concerns from suppliers and customers [5][7]. - The board also indicated that ongoing legal actions and an independent investigation into 6.64 billion RMB in overdue receivables necessitated additional time before proceeding with the meeting [6][7]. Group 3: Legal and Regulatory Considerations - The postponement of the special shareholders' meeting until 2028 is unprecedented and raises questions about compliance with Hong Kong company law and regulations [2][9]. - Legal experts have noted that if the board's decision to delay is perceived as an attempt to maintain control, it could lead to claims of unfair prejudice against shareholders [9]. - The Hong Kong Stock Exchange and the Securities and Futures Commission have not yet responded to inquiries regarding the regulatory stance on this matter [9].

Core Viewpoint - The wind turbine gearbox industry is experiencing rapid growth due to the global transition to clean energy and increasing demand for renewable energy sources, particularly wind power, which is becoming a significant part of the global electricity production structure [1][6][27]. Group 1: Industry Overview - Wind turbine gearboxes are essential components in wind power generation, converting low-speed, high-torque rotation from the wind turbine blades into high-speed, low-torque rotation required by generators [3][6]. - The wind turbine gearbox market in China is projected to grow significantly, with production capacity expected to reach 225,000 units and a market size of approximately 1.804 billion yuan in 2024, increasing to about 1.889 billion yuan in 2025 [1][8][27]. Group 2: Market Demand and Supply - In 2024, the demand for wind turbine gearboxes in China is estimated at 122,798 units, with specific demands for yaw gearboxes at 77,630 units and pitch gearboxes at 45,168 units [6][8]. - The production capacity of wind turbine gearboxes in China has increased from 105,000 units in 2017 to 225,000 units in 2024, indicating a robust growth trajectory [8][27]. Group 3: Competitive Landscape - The wind turbine gearbox market is characterized by a high concentration of leading companies, with the top three manufacturers—Yinchuan Weili Transmission, Nanjing High Precision Gear Group, and Chongqing Gearbox—holding over 70% of the market share [19][23]. - Key players in the industry include Weili Transmission, which reported revenues of 335 million yuan from wind turbine gearboxes in 2024, and Nanjing High Precision Gear Group, which generated approximately 149.93 billion yuan from wind power gearboxes, accounting for 67.92% of its total revenue [22][25]. Group 4: Industry Development Environment - The wind power sector is supported by various government policies aimed at promoting renewable energy, which further stimulates the growth of the wind turbine gearbox industry [16][18]. - The industry is expected to benefit from the ongoing push towards carbon neutrality, providing substantial market opportunities for wind turbine gearbox manufacturers [1][8][27].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported customer contract revenue of RMB 22,075,470,000, a decrease of 8.3% compared to RMB 24,077,148,000 in 2023[5] - The company recorded a loss attributable to owners of RMB 6,556,733,000 for 2024, compared to a profit of RMB 95,517,000 in 2023[5] - Total assets decreased by 9.6% to RMB 37,709,287,000 in 2024 from RMB 41,700,395,000 in 2023[5] - Total liabilities also decreased by 9.5% to RMB 25,150,002,000 in 2024 from RMB 27,788,171,000 in 2023[5] - The net asset value per share fell by 9.4% to RMB 7.7 in 2024 from RMB 8.5 in 2023[5] - The group recorded sales revenue of approximately RMB 22,075,470,000, a decrease of 8.3% compared to RMB 24,077,148,000 in the previous year[16] - The group reported a loss attributable to shareholders of approximately RMB 6,556,733,000, compared to a profit of RMB 95,517,000 in the previous year[16] - The group's total sales revenue decreased by 8.3% to approximately RMB 22,075,470 million in 2024, primarily due to a reduction in trading business[29] - The group's overall gross profit margin improved to approximately 14.9%, up 0.8 percentage points from the previous year, despite a 3.1% decline in gross profit to RMB 3,288,147 million[30] Revenue Breakdown - The sales revenue from wind power gear transmission equipment increased by 0.7% to approximately RMB 14,992,739,000, compared to RMB 14,890,141,000 in the previous year[18] - Revenue from wind power gear transmission equipment increased by 0.7% to RMB 14,992,739 million, while industrial gear transmission equipment revenue rose by 21.0% to RMB 2,273,442 million[29] - The industrial gear transmission equipment business generated sales revenue of approximately RMB 2,273,442,000, representing a 21.0% increase from RMB 1,879,228,000 in the previous year[19] - The rail transit gear transmission equipment business achieved sales revenue of approximately RMB 338,597,000, up 25.3% from RMB 270,152,000 in the previous year[20] Market and Strategic Initiatives - The company aims to leverage opportunities in the wind energy sector, with China's wind power installed capacity expected to grow by 6% in 2024, reaching 79.82 million kW[9] - The company plans to establish operation and maintenance centers in the Americas, Europe, and Asia-Pacific to accelerate its globalization strategy[10] - The company is committed to sustainable development and aims to integrate this philosophy into its core management strategies to contribute to carbon neutrality goals[14] - The company is focused on compliance, transparency, and effective communication with auditors to resolve issues[68] - The company aims to enhance product competitiveness through sustainable development and continuous innovation in clean energy and efficient fields[27] Research and Development - The company holds a total of 996 authorized national patents and has 365 patents pending approval[23] - Research and development costs for the year amounted to RMB 809,474,000, a decrease of 10.5% compared to RMB 904,473,000 in the previous year, representing 3.7% of sales revenue[35] - The group launched new products including a 20MW offshore floating wind turbine gearbox and a (6-20)MW fully integrated transmission gearbox, enhancing its innovation capabilities[10] Corporate Governance and Management - The company has a strong management team with over 40 years of experience in mechanical and industrial enterprise management[71] - The board consists of 11 members, including 7 executive directors and 4 independent non-executive directors, with a total of 4 board meetings held during the year[153] - The independent non-executive directors confirm their independence according to the relevant guidelines, ensuring compliance with listing rules[155] - The company has established a board diversity policy, focusing on various criteria such as educational background, professional experience, and skills[166] Audit and Compliance Issues - The company is currently under criminal investigation regarding the inability to recover trade receivables and prepayments, as well as the lack of sufficient audit evidence for related party transactions[63] - The management is taking reasonable actions to investigate costs and reconcile accounts related to EPC projects, which have been complicated by incomplete information from previous management[64] - The company has suspended all bulk commodity trading operations pending the outcome of the ongoing investigations[63] - The company is committed to resolving audit issues and plans to address identified audit problems by December 31, 2025[68] Employee and Social Responsibility - The company maintained a lower employee turnover rate than the manufacturing industry average, reflecting a higher sense of belonging among employees[95] - The group’s employee cost for the year was approximately RMB 2,096,969,000, an increase from RMB 1,984,982,000 in the previous year, reflecting a growth of about 5.6%[120] - The company has established environmental responsibilities at all levels and developed an emergency response plan for environmental incidents, conducting regular drills[93] - The company has made donations amounting to approximately RMB 5,196,000 during the year, a significant increase from RMB 217,000 in the previous year[111] Financial Position and Liabilities - Cash and bank balances totaled approximately RMB 6,684,984,000, a decrease of 27.3% from RMB 9,190,289,000 at the beginning of the year[40] - The total amount of borrowings as of December 31, 2024, was approximately RMB 9,166,345,000, a decrease of 3.5% from RMB 9,494,585,000 at the beginning of the year[41] - The asset-liability ratio increased slightly from 66.6% on December 31, 2023, to 66.7% on December 31, 2024[42] Legal and Regulatory Matters - The company is currently undergoing an independent investigation related to a trade business customer, which may affect future disclosures[114] - There were no significant litigations or arbitration matters during the year, although a legal suit was filed post-year-end regarding alleged misappropriation of funds by a subsidiary[138] - The company has implemented a suitable liability insurance for each director to cover their responsibilities[140]

Core Viewpoint - The conflict between Fengsheng Holdings and its subsidiary China High-Speed Transmission has escalated, with China High-Speed Transmission accusing Fengsheng Holdings of misappropriating 6.64 billion yuan in funds, while Fengsheng Holdings denies these allegations and accuses China High-Speed Transmission's leadership of negligence and attempting to control core assets [2][3][9]. Summary by Sections Legal Actions - On March 31, China High-Speed Transmission announced it had filed a lawsuit in the Hong Kong High Court against Fengsheng Holdings and its controlling shareholder, Ji Changqun, over the alleged misappropriation of 6.64 billion yuan [2]. - The lawsuit involves several subsidiaries of China High-Speed Transmission, including Nanjing High-Precision Transmission Equipment Manufacturing Group, which have outstanding receivables totaling approximately 6.64 billion yuan as of October 31, 2024 [5][6]. Accusations and Counter-Accusations - China High-Speed Transmission claims that Fengsheng Holdings and Ji Changqun have been involved in fraudulent activities related to the subsidiaries and the misappropriation of funds [7]. - Fengsheng Holdings retaliated by accusing the current chairman of China High-Speed Transmission, Hu Jichun, and his father of evading responsibility and attempting to modify company bylaws to gain control over core assets [3][10]. Financial Implications - The 6.64 billion yuan in receivables represents approximately 47.7% of China High-Speed Transmission's net assets, highlighting the financial significance of the issue [9]. - Fengsheng Holdings questions the timing and management of the receivables, suggesting that the board of China High-Speed Transmission has failed in its risk management duties [9][10]. Investigations and Findings - An independent investigation was initiated by China High-Speed Transmission in November 2024, which led to the dismissal of a director due to a lack of cooperation with the investigation [6][8]. - Evidence collected during the investigation suggests that Fengsheng Holdings may have controlled the financial management of the subsidiaries, raising concerns about governance and accountability [7][8].

Core Viewpoint - The company is involved in a legal dispute concerning alleged misconduct by certain individuals and entities, leading to significant financial losses amounting to RMB 66.4 billion, which has prompted the company to take legal action to recover these funds [1][3][4] Group 1: Legal Proceedings - The defendants in the case include Fang Sheng Holdings Limited, its chairman Ji Changqun, and other related companies and individuals [1] - The lawsuit was initiated by the company's wholly-owned subsidiaries, which claim that the defendants' improper actions resulted in substantial financial losses [3] - The company has filed a lawsuit in the Hong Kong High Court against the defendants to recover the alleged losses [3] Group 2: Financial Impact - The company reported a net loss of RMB 65.57 billion for the fiscal year 2024, fully accounting for the RMB 66.4 billion loss related to the lawsuit [4] - The core gear transmission manufacturing business experienced overall growth, with industrial gear sales revenue increasing by 21% and rail transit gear revenue rising by 25.3% year-on-year [2] - Despite a significant drop in the average market price of wind power gearboxes, the company maintained its leading position in the global wind power gearbox market, with a slight revenue increase of 0.7% [2]

Financial Performance - Customer contract revenue for the year ended December 31, 2024, was RMB 22,075,470, a decrease of 8.3% from RMB 24,077,148 in 2023[3] - Gross profit for the same period was RMB 3,288,147, down 3.1% from RMB 3,394,785 in the previous year[3] - The company reported a loss attributable to owners of RMB (6,556,733) for 2024, compared to a profit of RMB 95,517 in 2023, indicating a significant decline[3] - Total revenue for the year ended December 31, 2024, was RMB 22,075,470,000, with external customer revenue from the wind and industrial gear transmission segment at RMB 17,266,181,000, representing approximately 78.2% of total revenue[21] - The company reported a loss before tax of RMB 5,753,245,000 for the year ended December 31, 2024, compared to a profit of RMB 727,709,000 in 2023, indicating a significant decline in performance[31] - The net loss attributable to the company's owners for the year ended December 31, 2024, was RMB 6,556,733,000, compared to a profit of RMB 95,517,000 in 2023, resulting in a basic loss per share of RMB 4.010[36] - The gross profit margin improved to approximately 14.9%, compared to 14.1% in the previous year[56] - The company recognized impairment losses totaling RMB 6,681 million due to significant provisions for trade receivables and prepayments[56] Assets and Liabilities - Total assets decreased by 9.6% to RMB 37,709,287 in 2024 from RMB 41,700,395 in 2023[3] - Total liabilities also fell by 9.5% to RMB 25,150,002 in 2024, down from RMB 27,788,171 in the previous year[3] - Net assets decreased by 9.7% to RMB 12,559,285 in 2024, compared to RMB 13,912,224 in 2023[3] - The asset-liability ratio slightly increased to 66.7% in 2024 from 66.6% in 2023, indicating stable leverage levels[3] - The company's total receivables decreased to RMB 7,600,067,000 in 2024 from RMB 9,925,957,000 in 2023, reflecting a reduction in outstanding receivables[38] - The aging analysis of receivables shows that amounts less than 90 days decreased to RMB 4,559,303,000 in 2024 from RMB 6,858,350,000 in 2023, indicating improved collection efforts[42] - The company's total borrowings decreased to RMB 9,166,345,000 in 2024 from RMB 9,494,585,000 in 2023, reflecting a reduction of about 3%[47] - The company's fixed-rate borrowings decreased to RMB 3,868,753,000 in 2024 from RMB 4,432,000,000 in 2023, indicating a decline of approximately 13%[47] Revenue Breakdown - Revenue from external customers in China was RMB 19,954,969, down from RMB 21,828,992 in 2023, representing a decline of 8.6%[24] - Sales revenue from wind power gear transmission equipment increased by 0.7% to approximately RMB 14,992,739,000[59] - Sales revenue from industrial gear transmission equipment rose by 21.0% to approximately RMB 2,273,442,000[60] - Sales revenue from rail transit gear transmission equipment increased by 25.3% to approximately RMB 338,597,000[61] - Overseas sales amounted to approximately RMB 2,120,501,000, a decrease of 5.7% from the previous year, but the overseas sales accounted for 9.6% of total sales, up 0.3 percentage points[62] Research and Development - Research and development costs for the year were RMB 809,474, down from RMB 904,473 in the previous year, reflecting a focus on cost management[6] - Research and development costs decreased by 10.5% to RMB 809,474,000, representing 3.7% of total sales revenue[70] - The company plans to increase R&D investment to strengthen its technological capabilities and improve service layout[83] Operational Challenges - The company experienced a net operating loss of RMB (5,141,118) in 2024, compared to an operating profit of RMB 1,370,821 in 2023[6] - Inventory write-downs amounted to RMB 77,371,000 across segments, indicating potential challenges in inventory management[21] - The company has identified four reportable segments, including wind and industrial gear transmission, rail transportation gear transmission, trading business, and others[20] Corporate Governance and Compliance - The company has adhered to the corporate governance code but deviated from the requirement that the roles of chairman and CEO should be separate, with Mr. Hu Jichun serving both roles[107] - The board believes that having Mr. Hu serve as both chairman and CEO is beneficial for business development and management efficiency[107] - The independent auditor's report indicates that the financial statements fairly reflect the group's financial position as of December 31, 2024, except for the matters described in the "Basis for Qualified Opinion" section[94] Future Outlook and Strategic Initiatives - The company aims to enhance its product competitiveness through sustainable development and continuous innovation in clean energy and efficient fields[83] - The company is actively managing foreign exchange risks and has not used any foreign exchange derivatives to hedge against these risks[87] - The company is currently evaluating the expected impact of the new accounting standards that will be applied for the first time[16]

我们不妨从丰盛控股"入主"中传动的前世今生切入，揭开这场资本游戏的神秘面纱。 一、资本联姻 据公开资料及报道，在2016年，中传动创始人胡曰明为抵御外资收购，引入丰盛控股作为大股东。丰盛 控股以股换股的方式，以每股10.95港元、溢价46.6%的代价收购中传动71.62%股权，创始人季昌群成为 实际控制人。这场看似"强强联合"的联姻，实则从一开始或许就是资本与实业的错位结合，为后面结果 提前写下伏笔。 丰盛控股的发家史堪称资本运作的教科书。综合网络上的公开报道可知，从2002年季昌群兄弟创立丰盛 集团，到2013年借壳港股汇多利集团（后更名"丰盛控股"），再到2016年并购中传动，季老板依然通过 房地产行业盛行的"并购—质押—融资"的套路迅速在资本市场"依葫芦画瓢"进行扩张。 然而，这种激进的资本玩法在2018年遭遇滑铁卢：随着丰盛系陷入债务危机，中传动股票被抵押融资， 导致银行集体抽贷，公司濒临绝境。最终，70多岁的胡曰明再度出山，依靠江苏民企融资帮扶下才挽救 中传动于水火当中。 中国高速传动（00658.HK）控制权争夺战：资本玩 家的迷局与制造业龙头的生死劫 近期，中国高速传动（00658.HK）与大股 ...