证券代码：600099 证券简称：林海股份 公告编号：2025-022 林海股份有限公司 关于召开2025年第一次临时股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 一、召开会议的基本情况 (一)股东大会类型和届次：2025年第一次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 9 月 26 日 14 点 00 分 召开地点：江苏省泰州市迎春西路 199 号 (五)网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 26 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 股东大会召开日期 ...

Core Viewpoint - China National Machinery Industry Corporation (Sinomach) aims to enhance the investment value of its listed companies and strengthen investor returns as a long-term commitment, focusing on effective market value management tools to create a cluster of leading companies with strong core competitiveness [1][2]. Group 1: Strategic Focus Areas - Sinomach will concentrate on five key areas: improving the quality of listed companies, enhancing capital operations, increasing reform efforts, ensuring standardized operations, and actively returning value to investors [1][2]. - The group plans to gather high-quality resources towards its listed companies and support them in capital operations that enhance investment value [1][2]. Group 2: Market Value Management - Sinomach currently controls 11 listed companies, with a total market value increase of 17.5% as of June 2025 compared to the end of 2022, surpassing the growth of relevant indices [2][3]. - The group has established a value management mechanism that integrates market value management into the performance assessment of company leaders, reinforcing positive incentives [2][3]. Group 3: Company-Specific Initiatives - China Electric Power Research Institute reported a share increase of 6.57 million shares, representing 1.62% of its total shares, with a total investment exceeding 140 million yuan, while maintaining a cash dividend ratio above 42% since its listing [3][4]. - China National Heavy Duty Truck Group is focusing on strategic emerging industries and future industries, particularly in high-end equipment manufacturing and new materials [4][5]. - Sinomach Precision Engineering is targeting future potential businesses in the bearing sector, particularly for commercial aerospace and humanoid robots, aiming to create new profit growth points within 3-5 years [5][6]. Group 4: Financial Performance and Shareholder Returns - Sinomach Automotive has implemented a mid-term dividend plan, ensuring that cash distributions will not be less than 35% of net profit attributable to shareholders from 2025 to 2027 [6]. - YTO Group has distributed a total of 1.473 billion yuan in dividends since its A-share listing, with a planned dividend of 337 million yuan for 2024 [6].

Market Performance - The motorcycle and other sectors increased by 2.61% on September 5, with Huafang Racing leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Performance - Huafang Racing (834058) saw a significant rise of 29.98%, closing at 48.52 with a trading volume of 68,000 shares and a turnover of 327 million yuan [1] - Taotao Vehicle (301345) increased by 8.22%, closing at 199.50 with a trading volume of 26,200 shares and a turnover of 514 million yuan [1] - Other notable performers include Jiang Kui General (603766) up 5.05%, Yong'an Xing (603776) up 4.38%, and Lvtong Technology (301322) up 3.59% [1] Capital Flow - The motorcycle and other sectors experienced a net inflow of 124 million yuan from main funds, while retail funds saw a net outflow of 106 million yuan [1] - Specific stocks like Aima Technology (603529) had a main fund net inflow of 56.95 million yuan, while retail funds showed a net outflow of 27.17 million yuan [2] - Jiang Xin General (603766) also had a main fund net inflow of 27.81 million yuan, with retail funds experiencing a net outflow of 17.87 million yuan [2]

Market Overview - On September 3, the motorcycle and other sectors fell by 0.9%, with Jiuyi Co. leading the decline [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Notable stock performances included: - Zhenghe Industrial: Closed at 46.80, up 1.83% with a trading volume of 31,600 shares and a turnover of 148 million yuan [1] - Taotao Vehicle: Closed at 187.20, up 1.07% with a trading volume of 15,800 shares [1] - Qianjiang Motorcycle: Closed at 16.89, up 0.84% with a trading volume of 154,700 shares and a turnover of 264 million yuan [1] - Jiuyi Co.: Closed at 69.83, up 0.47% with a trading volume of 185,800 shares and a turnover of 1.311 billion yuan [1] - Chuncheng Power: Closed at 262.50, down 0.89% with a trading volume of 11,000 shares [1] - Jiuyi Co. (Jiuyi Co. in another context): Closed at 18.92, down 6.57% with a trading volume of 121,700 shares and a turnover of 237 million yuan [2] Capital Flow - The motorcycle and other sectors saw a net inflow of 95.96 million yuan from main funds, while retail funds experienced a net outflow of 56.75 million yuan [2] - The capital flow for specific stocks included: - Jiuyi Co.: Main funds net inflow of 98.78 million yuan, retail funds net outflow of 51.21 million yuan [3] - Qianjiang Motorcycle: Main funds net inflow of 17.53 million yuan, retail funds net outflow of 32.57 million yuan [3] - Zhenghe Industrial: Main funds net inflow of 12.27 million yuan, retail funds net outflow of 10.68 million yuan [3]

Market Performance - On August 28, the motorcycle and other sectors rose by 1.2%, with Qianli Technology leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Stock Performance - Qianli Technology (601777) closed at 11.57, up 5.86%, with a trading volume of 812,500 shares and a turnover of 917 million yuan [1] - Other notable stocks included Shanghai Phoenix (600679) at 13.43, up 2.21%, and Qianjiang Motorcycle (000913) at 17.15, up 1.84% [1] Capital Flow - The motorcycle and other sectors experienced a net outflow of 9.4275 million yuan from institutional investors, while retail investors saw a net outflow of 26.3126 million yuan [2] - Conversely, speculative funds recorded a net inflow of 35.7401 million yuan [2] Individual Stock Capital Flow - Qianli Technology had a net inflow of 81.5791 million yuan from institutional investors, while it faced a net outflow of 49.9741 million yuan from retail investors [3] - Nine companies, including Qianli Technology and Jiuhua Company (689009), showed varying degrees of net inflow and outflow from different investor categories [3]

Core Viewpoint - Linhai Co., Ltd. reported strong financial performance for the first half of 2025, with significant increases in revenue and net profit compared to the previous year, despite a rise in accounts receivable and a decrease in cash flow per share [1][20]. Financial Performance Summary - Total revenue for the first half of 2025 reached 578 million yuan, a year-on-year increase of 33.41% [1]. - Net profit attributable to shareholders was 11.65 million yuan, up 36.1% year-on-year [1]. - In Q2 2025, total revenue was 307 million yuan, reflecting a 32.52% increase year-on-year, while net profit for the quarter was 8.16 million yuan, a 24.42% increase [1]. - Gross margin was 13.92%, a slight decrease of 0.37% year-on-year, while net margin improved to 2.01%, an increase of 2.02% [1]. - Total operating expenses (selling, administrative, and financial) amounted to 35.31 million yuan, accounting for 6.1% of revenue, down 1.32% year-on-year [1]. Key Financial Metrics - Earnings per share (EPS) increased to 0.05 yuan, a rise of 36.06% year-on-year [1]. - Cash flow from operations per share decreased to 0.29 yuan, down 34.41% year-on-year [1]. - Accounts receivable rose significantly by 48.01% year-on-year, reaching 245 million yuan [1]. Changes in Financial Items - Accounts payable increased by 54.59%, indicating a rise in unpaid supplier invoices [3]. - Other receivables decreased by 31.23%, attributed to reduced tender and performance guarantees [3]. - The company reported a 66.67% decrease in non-current assets due within one year, due to a reduction in term deposits [3]. - The company’s cash and cash equivalents saw a net increase of 65.58%, primarily due to reduced cash outflows for term deposits [26]. Revenue and Cost Analysis - Revenue growth was driven by increased sales of fire-fighting machinery, high-speed transplanters, and special vehicles [6]. - Operating costs rose by 33.49%, in line with revenue growth, reflecting increased sales costs [6]. - Management expenses increased by 35.99%, driven by higher employee compensation and safety production fees [6]. Investment and Cash Flow Insights - Cash flow from investment activities increased by 44.63%, as cash outflows for term deposit investments decreased [9]. - The company’s return on invested capital (ROIC) was reported at 1.93%, indicating a relatively weak capital return [26]. - The company’s cash flow situation is a point of concern, with a cash ratio of 74.57% against current liabilities [26]. Market and Product Insights - The company’s special vehicles are primarily exported, with various certification requirements depending on the market [27]. - The fire-fighting machinery segment mainly serves government clients [27]. - The company’s agricultural machinery products have an average replacement cycle of 4-5 years [30].

Core Points - The document outlines the investment management system of Linhai Co., Ltd, aiming to enhance the efficiency and safety of external investments while ensuring compliance with relevant laws and regulations [1][2][4] - The system establishes a framework for decision-making, risk control, and performance evaluation related to external investments [2][4][5] Group 1: Investment Definition and Scope - External investment refers to the transfer of company assets to acquire other assets through cash, physical assets, or intangible assets, including establishment, mergers, acquisitions, and other forms permitted by law [2][3] - Company assets include all economic resources that can be measured in monetary terms and generate benefits, such as current assets, long-term investments, fixed assets, and intangible assets [2][3] Group 2: Management Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager's office, with strict adherence to authorized decision-making [4][5] - A Strategic and ESG Committee is established under the board to evaluate major investment projects, focusing on feasibility, risks, and returns [4][5] Group 3: Approval Authority - Major investments require board approval and must be submitted to the shareholders' meeting for review if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or net assets [6][19] - Investments that do not meet major investment criteria but exceed certain thresholds must also be reviewed by the board [8][19] Group 4: Decision-Making Procedures - The investment process involves thorough feasibility studies and evaluations by relevant departments before presenting recommendations to the general manager's office [9][10] - Legal reviews of investment agreements and contracts are mandatory to ensure compliance with laws and regulations [10][11] Group 5: Financial Management and Auditing - The financial center is responsible for comprehensive financial records and accounting for each investment project, ensuring compliance with accounting standards [34][35] - Regular audits of investment projects are conducted to identify issues and ensure accountability [36][37] Group 6: Responsibilities and Reporting - Company directors and management must exercise caution in investment decisions, with accountability for significant losses due to negligence [39][40] - The company is required to disclose investment information in accordance with legal and regulatory requirements [41][42]

General Provisions - The purpose of the regulations is to standardize the responsibilities of the board secretary of Linhai Co., Ltd., improve the corporate governance structure, and promote standardized operations in accordance with relevant laws and regulations [1] - The board secretary is a senior management position and serves as the designated liaison with the Shanghai Stock Exchange [1] Qualifications - The board secretary must possess necessary financial, management, and legal knowledge, good personal qualities, and professional ethics, along with relevant work experience [2] - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission (CSRC) in the last three years, are prohibited from serving as board secretary [2] Responsibilities and Duties - The board secretary is responsible for preparing shareholder and board meetings, managing documents, and handling daily affairs of the board [3] - Key responsibilities include coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with disclosure regulations [3][4] - The board secretary has the authority to access the company's financial and operational information and must maintain confidentiality regarding sensitive information [4] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board, with reports made to the shareholders [5] - Sufficient reasons are required for the dismissal of the board secretary, and the company must report the dismissal to the stock exchange [5][6] Transitional Provisions - During the vacancy of the board secretary, the board must promptly designate a director or senior manager to perform the duties [6] - The regulations will take effect upon approval by the board and will be interpreted by the board [6]

Core Viewpoint - Linhai Co., Ltd. reported significant growth in revenue and profit for the first half of 2025, indicating a strong performance compared to the previous year [1]. Financial Performance - Total assets increased to CNY 1,134.22 million, up 9.99% from CNY 1,031.21 million at the end of the previous year [1]. - Net assets attributable to shareholders rose to CNY 538.52 million, reflecting a 2.60% increase from CNY 524.86 million [1]. - Operating revenue reached CNY 578.39 million, marking a 33.41% increase from CNY 433.53 million in the same period last year [1]. - Total profit amounted to CNY 15.01 million, a substantial increase of 63.90% compared to CNY 9.16 million [1]. - Net profit attributable to shareholders was CNY 11.65 million, up 36.10% from CNY 8.56 million [1]. - The net cash flow from operating activities decreased to CNY 64.44 million, down 34.41% from CNY 98.26 million [1]. - The weighted average return on net assets improved to 2.19%, an increase of 0.53 percentage points from 1.67% [1]. - Basic and diluted earnings per share were both CNY 0.0532, reflecting a 36.06% increase from CNY 0.0391 [1]. Shareholder Information - The largest shareholder, China Foma Machinery Group Co., Ltd., holds 42.10% of the shares, totaling 92,256,920 shares [2]. - Other notable shareholders include Zhou Yuguang with 4.42% and Zhang An with 2.15% [2]. - There are no reported pledges or freezes on shares held by the top shareholders [2].

Core Points - The board of directors of Linhai Co., Ltd. approved all 24 proposals during the eighth meeting of the ninth board session [1] Meeting Details - The meeting was convened in accordance with the Company Law of the People's Republic of China and the company's articles of association [1] - The meeting was held on August 25, 2025, via telecommunication [1] - All 9 directors attended the meeting [1] Voting Results - All proposals received unanimous approval with 9 votes in favor, 0 against, and 0 abstentions [2][3][4][5][6] - Specific proposals include amendments to the company's articles of association, rules for shareholder meetings, and various management systems [2][3][4][5][6] Disclosure - Detailed information regarding the proposals will be disclosed on August 26, 2025, in the Shanghai Securities Journal and on the Shanghai Stock Exchange website [1][2][3][4][5][6]