证券代码：600234 证券简称：科新发展 编号：临 2025—028 山西科新发展股份有限公司 2025 年半年度业绩预盈公告 1 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 担个别及连带责任。 重要内容提示： 1、本业绩预告适用于净利润实现扭亏为盈的情形。 2、预计公司 2025 年半年度实现归属于母公司所有者的净利润为 1,832.19 万元到 2,748.21 万元，与上年同期相比，将实现扭亏 为盈。归属于母公司所有者的扣除非经常性损益后的净利润为 -38.01 万元到-25.36 万元。 一、本期业绩预告情况 （一）业绩预告期间 2025 年 1 月 1 日至 2025 年 6 月 30 日。 （二）业绩预告情况 经财务部门初步测算，预计公司 2025 年半年度实现归属于母公 司所有者的净利润为 1,832.19 万元到 2,748.21 万元，与上年同期相 比，将实现扭亏为盈。归属于母公司所有者的扣除非经常性损益后的 证券代码：600234 证券简称：科新发展 编号：临 2025—028 净利润为-38.01 万元到-25 ...

Group 1 - The annual general meeting of Shanxi Kexin Development Co., Ltd. was held on June 30, 2025, in Shenzhen, with no resolutions rejected [2][7] - The meeting was conducted in compliance with the Company Law and the company's articles of association, utilizing both in-person and video attendance for voting [2][3] - All current directors and supervisors attended the meeting, with some participating via video [3] Group 2 - Several key proposals were approved during the meeting, including the 2024 annual report, the board of directors' work report, and the profit distribution plan [4][5] - The proposal regarding the application for credit limits from banks and financial institutions was also approved [5] - Special resolutions concerning the cancellation of the supervisory board and amendments to the company's articles of association were passed with more than two-thirds approval from participating shareholders [6]

Meeting Details - The shareholders' meeting of Shanxi Kexin Development Co., Ltd. was held on June 30, 2025, at the company's conference room in Shenzhen Bay Technology Eco-park [1] - The meeting was conducted in a hybrid format, combining in-person and video attendance, with voting conducted both on-site and online [1] Attendance and Voting - The meeting was presided over by Chairman Lian Zongsheng, with all procedures compliant with the Company Law and the company's articles of association [1] - The voting results showed a high level of agreement among shareholders, with A-share votes overwhelmingly in favor of the proposals, such as 99.3025% approval for one of the resolutions [2][3] Resolutions Passed - All non-cumulative voting proposals were approved, with significant support from shareholders, including a 99.2969% approval rate for another resolution [3][4] - The meeting included discussions on major matters, with specific resolutions requiring a two-thirds majority for special resolutions, which were successfully passed [4] Legal Compliance - The meeting's procedures, attendance qualifications, and voting processes were verified by legal representatives, confirming compliance with relevant laws and regulations [4]

Core Points - The legal opinion letter confirms that the 2024 annual shareholders' meeting of Shanxi Kexin Development Co., Ltd. was convened and conducted in accordance with relevant laws and regulations [2][10] - The meeting utilized a combination of on-site and online voting methods, ensuring compliance with the company's articles of association and applicable laws [5][7] Group 1: Meeting Procedures - The shareholders' meeting was convened by the board of directors, with a notice published on June 10, 2025, detailing the meeting's agenda and relevant shareholder information [4][5] - The meeting was held in the company's conference room, with a specific timeline for online voting provided [5][6] Group 2: Attendance and Voting - A total of 9 shareholders attended the meeting in person, representing 74,324,791 shares, which is 28.3119% of the total shares [5][7] - Online voting was conducted with 56 participants, representing 13,344,798 shares, accounting for 5.0833% of the total shares [5][7] Group 3: Voting Results - The meeting passed several resolutions with significant support, including votes of 87,058,089 shares in favor, representing a majority of the valid voting rights [7][10] - The voting process was monitored and verified by representatives and legal counsel, ensuring the legitimacy of the results [7][10]

证券代码：600234 证券简称：科新发展 公告编号：2025-027 山西科新发展股份有限公司 2024年年度股东会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 6 月 30 日 (二)股东会召开的地点：深圳市南山区深圳湾科技生态园 12 栋 A 座 15 层公司会 议室 结合视频的方式举行，以现场投票与网络投票相结合的方式对本次股东会通知中 列明的事项进行投票表决。出席本次股东会现场会议的股东以记名表决的方式对 本次股东会通知中列明的事项进行投票表决并计票、监票。本次股东会的召集、 召开及表决方式符合《公司法》等法律法规及《公司章程》的有关规定。 (五)公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 (一)非累积投票议案 1、 议案名称：《2024 年年度报告及其摘要的议案》 审议结果：通过 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 ...

法律意见书 国浩律师（深圳）事务所 关于 山西科新发展股份有限公司 二〇二四年度股东会 的 法律意见书 北京·上海·深圳·杭州·广州·昆明·天津·成都·宁波·福州·西安·南京·南宁·济南·重庆 Beijing·Shanghai·Shenzhen·Hangzhou·Guangzhou·Kunming·Tianjin·Chengdu ·Ningbo ·Fuzhou·Xi`an·Nanjing·Nanning·Jinan·Chongqing 苏州·长沙 ·太原·武汉·贵阳·乌鲁木齐·郑州·石家庄·合肥·海南·青岛·南昌·大连·银川·拉孜 Suzhou·Changsha·Taiyuan·Wuhan ·Guiyang·Wulumuqi·Zhengzhou·Shijiazhuang·Hefei·Hainan·Qingdao·Nanchang·Dalian·Yinchuan·Lhatse 香港·巴黎·马德里·硅谷·斯德哥尔摩·纽约·马来西亚·柬埔寨 Hongkong·Paris·Madrid·Silicon Valley·Stockholm·New York·Malaysia·Cambodia 深圳市深南大道 6008 号 ...

Group 1 - The core point of the article is that Kexin Development (600234) successfully removed the delisting risk warning on May 20, 2024, marking the seventh time it has done so since its listing in 2000, earning it the title of "Delisting King" in the A-share market [2][6][9] - Kexin Development has experienced significant fluctuations in performance and has frequently changed its main business focus, raising concerns about its actual financial health and ability to generate sustainable profits [2][8][18] - In 2024, Kexin Development reported a revenue of 375 million yuan, a year-on-year increase of 434.28%, primarily driven by its construction engineering segment, which contributed 360 million yuan, reflecting a growth rate of over 500% [7][9][10] Group 2 - The company’s construction engineering business has seen a dramatic increase in revenue, from 84.69 million yuan in 2022 to 360 million yuan in 2024, indicating a significant shift in its revenue sources [8][9] - Despite the impressive revenue growth, Kexin Development's financial health remains questionable, with a net profit of only 3.9977 million yuan in 2024, heavily reliant on non-recurring gains [18][19] - The company has faced scrutiny from regulators due to its history of performance volatility and compliance issues, which have led to multiple warnings and penalties over the years [2][6][11] Group 3 - Kexin Development's main business segments now include construction engineering, office leasing, and internet advertising marketing, with the latter two contributing less to overall revenue [6][8] - The company has undergone several ownership changes, with the latest being the acquisition by the Lian family, which has raised questions about its future direction and stability [12][14][15] - The construction engineering segment's rapid growth contrasts sharply with the overall industry trend, where many companies are reporting losses or declining performance [9][10][11]

Core Viewpoint - Shanxi Kexin Development Co., Ltd. is preparing for its 2024 Annual Shareholders' Meeting, focusing on the review of financial performance and strategic planning for future growth, including a significant increase in revenue and a shift towards profitability [1][7][23]. Financial Performance - The company achieved an operating income of 374.54 million yuan in 2024, a substantial increase of 434.28% compared to 70.10 million yuan in 2023 [23][24]. - The net profit attributable to shareholders was approximately 39.98 million yuan, a turnaround from a loss of 170.65 million yuan in the previous year [23][24]. - Total assets reached 870.92 million yuan, up 30.69% from 666.39 million yuan in the previous year, while net assets increased by 9.34% to 488.13 million yuan [8]. Shareholder Meeting Agenda - The agenda for the upcoming shareholders' meeting includes the review of the 2024 Annual Report, the Board of Directors' work report, the Supervisory Board's work report, and proposals for profit distribution and financial resolutions [6][7][8]. - The meeting will also address the proposal to apply for credit limits from banks and other financial institutions, as well as amendments to the company's articles of association [6][7]. Governance and Compliance - The company has established a structured governance framework, ensuring compliance with relevant laws and regulations, including the Company Law and the Securities Law [1][8]. - The Board of Directors and the Supervisory Board have actively participated in overseeing the company's operations and financial reporting, ensuring transparency and accountability [20][21]. Future Development Strategy - The company plans to continue its dual strategy of maintaining existing business advantages while exploring new growth areas, focusing on optimizing resource allocation and enhancing service quality [13][14]. - There is an emphasis on improving project management and internal controls to enhance operational efficiency and risk management [15][16].

山西科新发展股份有限公司 2024 年年度股东会资料目录 | 一、2024 年年度股东会议事规则………………………………………2 | | --- | | 二、2024 年年度股东会议程……………………………………………6 | | 三、《2024年年度报告及其摘要的议案》………………………………9 | | 四、《2024年度董事会工作报告》………………………………………10 | | 五、《2024年度监事会工作报告》………………………………………18 | | 六、《2024年度利润分配预案》…………………………………………21 | | 七、《2024年度财务决算报告》…………………………………………22 | | 八、《关于未弥补亏损达实收股本总额三分之一的议案》……………32 | | 九、《关于确定董事长薪酬的议案》……………………………………36 | | 十、《关于向银行等金融机构申请授信额度的议案》…………………37 | | 十一、《关于取消公司监事会、增加公司经营范围并修订<公司章程> | | 的议案》…………………………………………………………………38 | | 十二、《关于修订<股东大会议事规则>相关 ...

Core Viewpoint - Shanxi Kexin Development Co., Ltd. plans to cancel its supervisory board, expand its business scope, and amend its articles of association to enhance corporate governance and operational standards [1][2]. Group 1: Cancellation of Supervisory Board - The company intends to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2]. Group 2: Expansion of Business Scope - The company will expand its business scope to include activities such as investment with its own funds, software development, digital content production services, and management of non-residential real estate [2][4]. - The adjusted business scope will also cover advertising design and agency, cultural and artistic exchange activities, and food sales (limited to pre-packaged food) [2][4]. Group 3: Amendments to Articles of Association - The articles of association will be revised to reflect the cancellation of the supervisory board and the new business scope, ensuring compliance with the Company Law and Securities Law [3][6]. - Key amendments include the definition of the company's legal representative and the responsibilities of shareholders, directors, and senior management [3][6].