安徽鑫科新材料股份有限公司 2026 年第一次临时股东会会议材料 2026 年 1 月 会议议程 一、宣布现场股东会参加人数及所代表股份数 二、推选计票人、监票人 三、宣读议案 1、《关于公司符合向特定对象发行 A 股股票条件的议案》； 2、《关于公司 2026 年度向特定对象发行 A 股股票的议案》； 3、《关于公司 2026 年度向特定对象发行 A 股股票预案的议案》； 4、《关于公司 2026 年度向特定对象发行 A 股股票募集资金使用 可行性分析报告的议案》； 5、《关于公司 2026 年度向特定对象发行 A 股股票方案论证分析 报告的议案》； 6、《关于无需编制前次募集资金使用情况报告的议案》； 7、《关于公司与特定对象签署<附条件生效的股份认购协议>暨 关联交易的议案》； 8、《关于公司 2026 年度向特定对象发行 A 股股票摊薄即期回报 及填补措施和相关主体承诺的议案》； 9、《关于公司<未来三年（2026 年-2028 年）股东回报规划>的 议案》； 10、《关于提请股东会授权董事会及其获授权人士全权办理本次 向特定对象发行 A 股股票相关事宜的议案》； 11、《鑫科材料募集资金管理制度》； ...

Core Viewpoint - XinKe Materials (600255) is planning a private placement to raise up to 350 million yuan for repaying bank loans and supplementing working capital, with a share price set at 3.21 yuan per share [1][4]. Company Announcements - The company held its 10th second board meeting, approving the issuance of A-shares to the controlling shareholder, Sichuan Rongxin Hongzi Technology Co., Ltd., with a maximum issuance of 109,034,267 shares [1][3]. - A temporary shareholders' meeting is scheduled for January 28, 2026, to discuss 12 agenda items, including the private placement and shareholder return plans [1][3]. - XinKe Materials plans to engage in futures and derivatives trading in 2026, including copper, zinc, tin, nickel futures, and foreign exchange derivatives, with a maximum margin balance of 47.2 million yuan [2][4]. Financial and Regulatory Information - The company has not faced any penalties from securities regulators in the last five years, except for a public criticism in May 2021 for not completing a share buyback plan [2][4]. - The company has established a special account for the raised funds, ensuring that the funds are used specifically for their intended purposes, with strict decision-making processes in place [5]. - The private placement is subject to approval from the shareholders' meeting, state asset management departments, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [5]. Shareholder Return Plan - A shareholder return plan for 2026-2028 has been established, prioritizing cash dividends, with conditions for distribution based on retained earnings and audit opinions [3][4].

Group 1 - The core point of the article highlights the performance of the Zhongzheng 2000 ETF Enhanced (159556), which opened down 0.85% at 1.290 yuan on January 16 [1] - The fund's performance benchmark is the Zhongzheng 2000 Index return, managed by Ping An Fund Management Co., with a return of 30.45% since its establishment on December 27, 2023, and a return of 10.31% over the past month [1] Group 2 - The top holdings of the Zhongzheng 2000 ETF Enhanced include Huajian Group, which opened down 0.43%, Dekeli down 0.74%, Xuguang Electronics up 0.22%, Beihua Co. down 1.20%, and others showing mixed performance [1] - Notable stock movements include Electric Wind Power up 0.37%, Xinke Materials up 0.96%, Jiayuan Technology up 0.09%, Hongjing Technology down 2.49%, Yongding Co. up 1.03%, and Furui Electronics up 0.83% [1]

Market Overview - The metal new materials sector experienced a decline of 1.23% on January 15, with Tianli Composite leading the drop [1] - The Shanghai Composite Index closed at 4112.6, down 0.33%, while the Shenzhen Component Index closed at 14306.73, up 0.41% [1] Stock Performance - Notable gainers in the metal new materials sector included: - Xinke Materials (600255) with a closing price of 4.15, up 4.53% and a trading volume of 2.36 million shares, totaling 972 million yuan [1] - Bowei Taijin (601137) closed at 23.24, up 3.43% with a trading volume of 446,700 shares, totaling 1.044 billion yuan [1] - Alloy Investment (000633) closed at 7.78, up 2.77% with a trading volume of 303,600 shares, totaling 235 million yuan [1] - Major decliners included: - Tianli Composite (920576) closed at 89.60, down 7.87% with a trading volume of 69,600 shares, totaling 631 million yuan [2] - Sry New Materials (688102) closed at 43.42, down 6.88% with a trading volume of 466,600 shares, totaling 2.036 billion yuan [2] - Antai Technology (696000) closed at 27.56, down 5.84% with a trading volume of 1.7938 million shares, totaling 487.2 million yuan [2] Capital Flow - The metal new materials sector saw a net outflow of 508 million yuan from institutional investors, while retail investors contributed a net inflow of 382 million yuan [2] - The capital flow for selected stocks showed: - Xinke Materials had a net inflow of 199.9169 million yuan from institutional investors, but a net outflow of 104 million yuan from retail investors [3] - Bowei Taijin experienced a net inflow of 77.2734 million yuan from institutional investors, with net outflows from both retail and speculative investors [3] - Alloy Investment had a net inflow of 22.6995 million yuan from institutional investors, but also saw significant outflows from retail investors [3]

Core Viewpoint - Xinke Materials (600255.SH) is facing increasing debt levels and declining profitability, prompting the company to issue A-shares to its controlling shareholder, Sichuan Rongxin, to raise up to 350 million yuan for debt repayment and working capital support [1][3]. Group 1: Financial Situation - The company's asset-liability ratio has been rising, reaching 59.24% by the end of Q3 2025 [2][4]. - As of Q3 2025, Xinke Materials reported cash holdings of 694 million yuan, with short-term and long-term borrowings of 813 million yuan and 241 million yuan, respectively, indicating tight liquidity [4]. - The company has a total current liability of 2.281 billion yuan, contributing to its increasing debt levels [4]. Group 2: Stock Issuance Details - Xinke Materials plans to issue no more than 109 million shares at a price of 3.21 yuan per share, which is approximately 20% lower than the closing price of 4.07 yuan on the announcement date [1][3]. - Sichuan Rongxin will fully subscribe to the new shares, which will increase its ownership stake and help stabilize the company's control [1][3]. Group 3: Profitability Challenges - In the first three quarters of 2025, Xinke Materials achieved a revenue of 3.416 billion yuan, a year-on-year increase of 19.10%, but the net profit attributable to shareholders dropped by 50.84% to 19.57 million yuan [7]. - The decline in profit is attributed to reduced export profits due to policy impacts and decreased benefits from related policies [7]. Group 4: Legal Issues - Xinke Materials is involved in a lawsuit concerning a project construction contract dispute, with a claim amounting to 137 million yuan [8][9]. - The company has requested to defer repayment of the owed amount, but this request was denied by the plaintiffs [9].

Group 1 - The company XinKe Materials (600255.SH) announced a plan to issue A-shares to a specific entity, Sichuan Rongxin, with a maximum fundraising amount of 350 million yuan, which will be used to repay bank loans and supplement working capital [1] - The issuance price is set at 3.21 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [1] - The total number of shares to be issued will not exceed 109,034,267 shares, accounting for up to 30% of the company's total share capital before the issuance [1] Group 2 - As of the announcement date, Sichuan Rongxin directly controls 189,210,300 shares, representing 10.48% of the company's total share capital, making it a controlling shareholder and related party [1] - The actual controller of the company is the San Tai County State-owned Assets Supervision and Administration Office, which will remain unchanged after the issuance [2] - The share transfer agreement between the previous controlling shareholder, Chuan Shan Culture, and Sichuan Rongxin was completed, with Sichuan Rongxin acquiring 176,959,400 shares, which is 9.80% of the total issued shares [3][4]

Core Viewpoint - The 中证2000ETF增强 (159556) has experienced a decline of 0.75% as of the midday close, with a reported price of 1.317 yuan and a trading volume of 2.1344 million yuan [1] Group 1: Fund Performance - The fund's performance benchmark is the 中证2000 index return rate, managed by 平安基金管理有限公司, with a fund manager named 李严 [1] - Since its establishment on December 27, 2023, the fund has achieved a return of 32.30%, and a return of 11.97% over the past month [1] Group 2: Top Holdings Performance - Major holdings in the 中证2000ETF增强 have shown significant declines, including: - 华建集团 down 2.81% - 德科立 down 3.55% - 旭光电子 down 4.39% - 北化股份 down 1.79% - 电气风电 down 2.15% - 鑫科材料 down 1.72% - 嘉元科技 down 0.39% - 宏景科技 down 4.23% - 永鼎股份 down 4.38% - 福日电子 down 3.00% [1]

Core Viewpoint - Xinke Materials (600255.SH) plans to issue A-shares to specific investors, raising up to 350 million yuan to repay bank loans and supplement working capital [1] Financial Situation - As of September 2025, the company's consolidated debt-to-asset ratio is 59.24%, indicating significant leverage [1] - The current ratio stands at 1.06, suggesting short-term liquidity pressure [1] - Total liabilities increased from 2.137 billion yuan to 2.631 billion yuan between the end of 2023 and September 2025, with a high proportion of short-term borrowings [1] Profitability - For the first three quarters of 2025, the net profit attributable to the parent company is 19.57 million yuan, with a non-recurring profit of 11.99 million yuan [1] - The retained earnings from 2022 to 2024 are negative, and the company has not issued cash dividends or converted reserves into share capital during this period [1]

Group 1: Key Highlights - Broader industry trends indicate that several companies, including BoRui Communication and Aerospace Changfeng, have not generated substantial revenue from their respective GEO and commercial aerospace businesses [1][2] - The investment landscape shows that Hongxing Development plans to invest 623 million yuan in the "Tianzhu County Barium Salt Fine Chemical Products Project" [1][2] - Dragon Construction has won a bid for the rural revitalization 5G new energy smart streetlight project [1][2] Group 2: Corporate Actions - Dongcai Technology intends to acquire a 17.50% stake in Shandong Aiment for approximately 68.66475 million yuan [3] - Tianyi Medical plans to repurchase shares worth between 60 million and 120 million yuan [3] - XinKe Materials aims to raise no more than 350 million yuan through a private placement to Sichuan Rongxin [1][3]

Core Viewpoint - The company, Anhui Xinke New Materials Co., Ltd., is planning to issue A-shares to specific investors, aiming to raise funds for repaying bank loans and supplementing working capital, which is expected to enhance its capital structure and reduce financial costs [11][15]. Group 1: Fundraising and Financial Impact - The total amount of funds to be raised is estimated at 350 million yuan, with the issuance of approximately 109,034,267 shares [12]. - The company anticipates that the issuance will dilute immediate returns, with potential impacts on key financial metrics, including earnings per share [14]. - The company has outlined specific measures to mitigate the dilution of immediate returns, including improving operational efficiency and enhancing management practices [16][17]. Group 2: Governance and Compliance - The company has established a fundraising management system to ensure compliance with relevant laws and regulations, and to manage the raised funds effectively [4][17]. - The board of directors has been authorized to make necessary adjustments to the fundraising plan in response to changes in regulations or market conditions [3][4]. - Commitments from major shareholders and management have been made to ensure the fulfillment of measures aimed at compensating for the dilution of immediate returns [20][21]. Group 3: Shareholder Engagement and Future Strategy - The company has committed to maintaining a robust dividend policy to protect shareholder interests, particularly for minority shareholders [19]. - The board has proposed a plan for the first extraordinary general meeting of 2026 to discuss these matters further [9][10]. - The company aims to strengthen its competitive position in the market through strategic investments and operational improvements following the fundraising [15][16].