江西江钨稀贵装备股份有限公司 2025 年第三季度报告 证券代码：600397 证券简称：江钨装备 公告编号：2025-82 江西江钨稀贵装备股份有限公司 2025 年第三季度报告 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： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存 在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | 本报告期 | | 年初至报告期 | | --- | --- | --- | --- | --- | | 项目 | 本报告期 | 比上年同 | 年初至报告期末 | 末比上年同期 | | | | 期增减变 | | 增减变动幅度 | | | | 动幅度(%) | | (%) | | 营业收入 | 520,717,736.15 | -59.14 | 2,451,881,228.39 | -41.16 | | 利润总额 | -31,087,845.00 | 53.27 | -286,420,796.34 | -124.54 | | 归属 ...

江西江钨稀贵装备股份有限公司 董事会议事规则 第一章 总 则 第一条 为了进一步规范江西江钨稀贵装备股份有限公司（以下简称"公司或本 公司"）董事会的议事方式和决策程序，促使董事和董事会有效地履行其职责，提高董 事会规范运作和科学决策水平，根据《中华人民共和国公司法》（以下简称《公司法》） 《中华人民共和国证券法》《上市公司治理准则》《上市公司独立董事管理办法》和《上 海证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号—规范运 作》等法律法规和《公司章程》的有关规定，制订本规则。 第二章 董事会组织机构 第二条 公司依法设立董事会。董事会是公司的常设机构，对股东会负责，执行 股东会决议，维护公司和全体股东的利益，负责公司发展目标和重大经营活动的决策。 第三条 公司董事会成员 9 名，其中独立董事 3 名。董事会设董事长 1 人，可以 设副董事长 1 人。 第四条 董事由股东会选举或更换，任期 3 年（从股东会决议通过之日起计算， 至本届董事会任期届满时为止）。董事任期届满，连选可连任，但独立董事连任时间不 得超过六年。董事在任期届满以前，股东会不得无故解除其职务。 第五条 董事会每 3 ...

1 | = | | --- | | 第一章 | 总 则 | 4 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 5 | | 第三章 | 股 份 | 6 | | 第一节 | 股份发行 6 | | | 第二节 | 股份增减和回购 7 | | | 第三节 | 股份转让 9 | | | 第四章 | 股东和股东会 | 10 | | 第一节 | 股东 10 | | | 第二节 | 控股股东和实际控制人 | 12 | | 第三节 | 股东会的一般规定 13 | | | 第四节 | 股东会的召集 16 | | | 第五节 | 股东会的提案与通知 17 | | | 第六节 | 股东会的召开 19 | | | 第七节 | 股东会的表决和决议 21 | | | 第五章 | 党的委员会 | 25 | | 第六章 | 董事和董事会 | 27 | | 第一节 | 董事 27 | | | 第二节 | 董事会 31 | | | 第三节 | 独立董事 | 36 | | 第四节 | 董事会专门委员会 | 39 | | 第七章 | 总经理及其他高级管理人员 41 | | | 第八章 | 财务会计制度、利润分配和审计 ...

江西江钨稀贵装备股份有限公司 股东会议事规则 第一章 总 则 第一条 为规范江西江钨稀贵装备股份有限公司（以下简称"公司或本公司"） 股 东会的运作，提高股东会议事效率，维护股东合法权益，保证大会程序及决议合法性， 根据《中华人民共和国公司法》（以下简称《公司法》）《中华人民共和国证券法》（以 下简称《证券法》）《上市公司股东会规则》《上市公司治理准则》《上市公司独立董事 管理办法》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引 第 1 号—规范运作》等有关法律、法规、规范性文件的规定及《公司章程》，特制定本 议事规则。 第二章 股东的权利与义务 第二条 公司股东为依法持有公司股份的人。 （一）依照其所持有的股份份额获得股利和其他形式的利益分配； （二）依法请求召开、召集、主持、参加或者委派股东代理人参加股东会，并行 使相应的表决权； （三）对公司的经营进行监督，提出建议或者质询； （四）依照法律、行政法规及公司章程的规定转让、赠与或质押其所持有的股份； （五）查阅、复制公司章程、股东名册、公司债券存根、股东会会议记录、董事 会会议决议、财务会计报告，对公司的经营提出建议或者质询，符合规定 ...

Investment Rating - The report maintains a "Buy" rating for the coal mining industry, indicating a positive outlook for the sector [4]. Core Insights - The U.S. coal energy agenda is accelerating, with Republican lawmakers proposing a "Coal Week" to bolster coal production and keep aging coal-fired power plants operational. This aligns with federal efforts to revitalize the coal industry, including plans to open 13 million acres of federal land for coal leasing and allocate approximately $625 million for restarting or modernizing coal power units [2][3]. - Competitive coal mining rights auctions are being held in Alabama, Montana, and Utah, serving as indicators of industry demand. However, early auction activities show mixed interest, with some land receiving minimal bids [3]. - The report highlights several key companies for investment, including Yancoal Energy, Jinneng Holding, and China Shenhua Energy, among others, emphasizing their performance resilience and potential for growth [6]. Summary by Sections Coal Prices - Coal prices have seen slight adjustments, with Newcastle port coal priced at $110.65 per ton, down by $0.8 from the previous week, and European ARA port coal at $96 per ton, down by $1.77 [31]. Market Trends - The report notes a marginal increase in coal power demand, indicating a potential recovery in the coal sector as energy needs shift [34]. Key Companies - Recommended stocks include: - China Qinfa (Buy) with projected EPS of 0.20 in 2024 - Jiangxi Tungsten (Buy) with projected EPS of -0.28 in 2024 - China Shenhua (Buy) with projected EPS of 2.95 in 2024 - Jinneng Holding (Buy) with projected EPS of 1.68 in 2024 - Yancoal Energy (Buy) with projected EPS of 1.44 in 2024 [6].

Core Viewpoint - The report highlights the ongoing trend of mergers and acquisitions (M&A) in the market, with companies focusing on high-quality industrial acquisitions to enhance productivity and inject vitality into the capital market [4][8]. Group 1: M&A Activity - Aikodi has completed the acquisition of 71% equity in Zhaolbo, with the share registration for the acquisition finalized on October 10 [4]. - Since the third quarter, at least eight companies listed on the Shanghai Stock Exchange, including Zongyi Co. and Guangxi Broadcasting, have successfully completed M&A transactions [5]. - Anfu Technology has increased its stake in Anfu Energy from 62.25% to 93.26% through a share issuance and cash payment for 31% equity [6]. Group 2: Regulatory Approvals - Several companies have received registration approvals from the China Securities Regulatory Commission (CSRC) for their M&A plans, facilitating the completion of these transactions [6][7]. - For instance, on October 1, Yuanda Environmental announced that its acquisition of 100% equity in Wuling Power and 64.93% equity in Changzhou Hydropower received CSRC approval [7]. Group 3: Industry Integration - The trend of horizontal and vertical integration is evident, with companies acquiring peers or upstream/downstream businesses to achieve synergies and enhance product offerings [8]. - Aikodi's acquisition of Zhaolbo aims to improve its automotive parts supply chain, while Changying Tong's acquisition of Shengyisheng Optoelectronics seeks to achieve upstream and downstream collaboration in the optical communication sector [8]. Group 4: Transformation and Restructuring - Companies are also pursuing transformation through restructuring, as seen with Jiangtong Equipment's exit from coal-related businesses and Guangxi Broadcasting's divestment of its broadcasting operations [9]. - The restructuring efforts are aimed at shedding unprofitable segments and focusing on more promising areas, thereby creating opportunities for future growth [9].

Investment Rating - The report maintains an "Overweight" rating for the coal mining industry [4]. Core Insights - India is signing more coal power procurement agreements to meet the growing electricity demand, with over 17GW of coal power capacity entering various stages of contract processes [2][3]. - The report highlights the expected increase in coal power capacity in India from 210GW to 307GW by 2035, a growth of 46% [3]. - The report emphasizes the resilience of certain companies in the coal sector, recommending investments in companies like Lu'an Huanneng, Yanzhou Coal, and Jin Control Coal [3]. Summary by Sections Coal Mining - The report notes a significant increase in coal prices, with European ARA port coal prices rising to $96 per ton (+6.19%) and Newcastle port coal prices reaching $111.45 per ton (+6.60%) [1][34]. - India plans to sign at least 7GW of coal power procurement agreements in the coming months to address peak electricity demand [2]. Investment Recommendations - Recommended companies include Lu'an Huanneng, Yanzhou Coal, Jin Control Coal, and China Shenhua, with a focus on companies showing strong performance and potential for growth [3][6]. - The report suggests monitoring companies like Huayang Co. and Gansu Energy Chemical for future growth opportunities [3]. Industry Trends - The coal mining industry is expected to experience a rebound in demand, driven by India's increasing reliance on coal for electricity generation [3][37]. - The report indicates that despite the push for renewable energy, coal will remain a significant part of India's energy mix for the foreseeable future [3].

Core Viewpoint - Jiangxi Jiangtong Rare and Precious Equipment Co., Ltd. has completed a significant asset swap with Jiangxi Jiangtong Holdings Development Co., Ltd., involving the exchange of coal-related assets and liabilities for a 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. [1] Group 1: Asset Swap Details - The asset swap involves Jiangtong Equipment exchanging its coal business assets and liabilities for 85.5 million shares of Jinhui Magnetic Separation, with the cash adjustment for the price difference to be settled between the parties [1] - The transaction has been finalized with the completion of asset delivery and related business registration changes [1] Group 2: Transitional Profit and Loss Arrangement - The transitional profit and loss arrangement specifies that from December 31, 2024, until the delivery audit benchmark date, profits and losses from the disposed assets will be borne by Jiangtong Development, while profits from the acquired assets will belong to Jiangtong Equipment [2] - A special audit will be conducted within 60 days post-delivery to determine the specific amounts of transitional profits and losses for both sets of assets [2] Group 3: Audit Findings - Zhongxinghua Accounting Firm has conducted a special audit on the transitional profit and loss of both the disposed and acquired assets, confirming that the acquired assets generated profits, while the disposed assets incurred losses [3]

Market Overview - The Shanghai Composite Index fell by 0.62% on October 14, with 11 sectors experiencing gains, led by the banking and coal industries, which rose by 2.51% and 2.18% respectively [2] - The total net outflow of capital from the two markets was 936.16 billion yuan, with 8 sectors seeing net inflows, primarily in the banking sector, which had a net inflow of 17.25 billion yuan [2] Sector Performance - The coal industry saw a rise of 2.18%, with a total net inflow of 498 million yuan, and 36 out of 37 stocks in this sector increased in value, including 2 stocks that hit the daily limit [3] - The electronic sector experienced the largest net outflow of capital, totaling 299.10 billion yuan, followed by the non-ferrous metals sector with a net outflow of 132.14 billion yuan [2] Capital Flow in Coal Industry - Within the coal sector, the top three stocks by net inflow were Jiangxi Tungsten Industry with 152 million yuan, followed by Lu'an Environmental Energy with 121 million yuan, and Jinkong Coal Industry with 111 million yuan [3] - The stocks with the largest net outflows included Yongtai Energy, Shaanxi Coal and Chemical Industry, and Lanhua Sci-Tech, with outflows of 128 million yuan, 71.06 million yuan, and 59.19 million yuan respectively [3][4] Notable Stocks in Coal Sector - Jiangxi Tungsten Industry had a daily increase of 7.65% with a turnover rate of 9.28% and a net capital flow of 152.16 million yuan [3] - Other notable performers included Lu'an Environmental Energy with a 5.70% increase and a net inflow of 121.39 million yuan, and Jinkong Coal Industry with a 3.82% increase and a net inflow of 111.31 million yuan [3]

Core Points - The coal sector saw an increase of 1.17%, ranking fourth among concept sectors, with 56 stocks rising, including Baotailong and Dayou Energy hitting the daily limit [1] - Major gainers in the coal sector included Jiangxi Tungsten Equipment, Hezhan Intelligent, and Lu'an Environmental Energy, which rose by 7.65%, 5.81%, and 5.70% respectively [1] - The sector experienced a net inflow of 127 million yuan from main funds, with 40 stocks receiving net inflows, and six stocks exceeding 100 million yuan in net inflows [2][3] Fund Flow Analysis - Jiangxi Tungsten Equipment, Dayou Energy, and Quzhou Development had the highest net inflow rates at 20.92%, 15.25%, and 14.55% respectively [3] - Quzhou Development led the net inflow with 214 million yuan, followed by Jiangxi Tungsten Equipment, Zhongfu Industrial, and Lu'an Environmental Energy with net inflows of 152 million yuan, 135 million yuan, and 121 million yuan respectively [2][3] Stock Performance - The top performers in the coal sector included: - Quzhou Development: +3.91% with a turnover rate of 3.67% and a net inflow of 213.52 million yuan [3] - Jiangxi Tungsten Equipment: +7.65% with a turnover rate of 9.28% and a net inflow of 152.16 million yuan [3] - Lu'an Environmental Energy: +5.70% with a turnover rate of 2.81% and a net inflow of 121.39 million yuan [3] - Notable declines were seen in Tongkun Co., Dongyangguang, and Zhongchuang Zhiling, which fell by 4.62%, 3.24%, and 2.49% respectively [1][2]