证券代码：600495 证券简称：晋西车轴 公告编号：临 2025-022 晋西车轴股份有限公司 关于控股股东增持计划的公告 2025 年 4 月 8 日，公司收到控股股东晋西集团出具的《关于增持晋西车轴股 份有限公司股份的告知函》，晋西集团拟增持公司股份。现将有关情况公告如下： 一、增持主体的基本情况 （一）增持主体：公司控股股东晋西集团。 本公司董事会、全体董事及相关股东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。 （二）增持主体的持股情况 晋西集团持有公司 372,014,755 股股份，占公司总股本的 30.79%。 （三）增持主体在本次公告之前十二个月内未披露增持计划。 二、增持计划的主要内容 重要内容提示： 晋西车轴股份有限公司（以下简称"公司"）控股股东晋西工业集团有限 责任公司（以下简称"晋西集团"）基于对公司未来发展的信心，计划在未来 12 个月内通过上海证券交易所交易系统以集中竞价或大宗交易方式增持公司股份， 增持金额不低于 5,000 万元、不高于 10,000 万元。 本次增持计划可能存在因资本市场情况发生变化或目前尚无法 ...

Financial Performance Forecast - The company expects a net profit attributable to shareholders of 7 million to 9 million yuan for Q1 2025, marking a turnaround from a loss [3]. - The projected net profit after deducting non-recurring gains and losses is estimated to be between 350,000 to 2.35 million yuan, an increase of 3.33 million to 3.53 million yuan compared to the same period last year [5]. - The net profit for the same period last year was -23.62 million yuan, indicating a significant improvement in performance [8]. - The increase in profit is primarily attributed to higher production and sales volumes of railway vehicles and axle products compared to the previous year [10]. - The earnings per share for the same period last year was -0.02 yuan, reflecting the previous losses [9]. - The performance forecast period is from January 1, 2025, to March 31, 2025 [4]. Uncertainties and Risks - The company has not identified any significant uncertainties that could affect the accuracy of the performance forecast [11]. - The performance forecast data has not been audited by registered accountants [6]. - The company emphasizes that the above data is preliminary and the final figures will be disclosed in the official Q1 2025 report [12]. - The company urges investors to be aware of investment risks related to the preliminary nature of the forecast data [12].

Group 1 - The company will hold the 2024 annual performance briefing on April 17, 2025, from 15:00 to 17:00 [1][2] - The briefing will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in a video recording and online interaction format [1][2] - Investors can submit questions from April 10 to April 16, 2025, before 16:00, through the Roadshow Center website or the company's investor relations email [2][3] Group 2 - Key participants in the briefing will include the company's chairman, general manager, independent directors, and other senior executives [2] - Investors can participate in the briefing online on April 17, 2025, and the company will address commonly asked questions during the session [2][3] - After the briefing, investors can view the session's details and main content on the Roadshow Center website [3]

Core Viewpoint - The report reflects Jinxi Axle Co., Ltd.'s commitment to environmental, social, and governance (ESG) responsibilities, showcasing its efforts towards sustainable development and high-quality growth [1][2]. Company Overview - Jinxi Axle Co., Ltd. was established in December 2000 and listed on the Shanghai Stock Exchange in 2004, with total assets of 4 billion yuan and over 1,200 employees as of the end of 2024 [2][3]. - The company specializes in the production and sales of axles, railway vehicles, wheel sets, and other related products, with a production capacity of over 100,000 axles and 3,000 railway vehicles annually [3][4]. ESG Management - The company emphasizes the integration of ESG management into its governance structure, establishing a three-tier ESG management framework to enhance stakeholder communication and address their concerns [4][5]. - In 2024, the company aims to further incorporate ESG management into its strategic planning and operational processes, focusing on stakeholder management, governance, and green transformation [4][6]. Financial Performance - In the past year, the company achieved an operating income of 1.314 billion yuan, representing a year-on-year growth of 2.4%, with a stable increase in net profit [2][3]. - The company has maintained a strong market position, securing the largest share in the joint procurement of freight car axles by the China Railway Group [6][7]. Innovation and Development - The company has made significant advancements in research and development, completing the trial production of various high-speed train axles and participating in the formulation of industry standards [5][6]. - In 2024, the company plans to enhance its technological capabilities and expand its product offerings, including new energy locomotive axles and other innovative products [6][7]. Environmental Initiatives - The company is committed to green manufacturing and has implemented measures to reduce carbon emissions and improve energy efficiency across its operations [6][7]. - It adheres to national and local environmental regulations, ensuring compliance in pollution control and waste management [6][7]. Social Responsibility - Jinxi Axle actively engages in social responsibility initiatives, including community support and employee welfare programs, reflecting its commitment to social value creation [5][6]. - The company has established communication channels with stakeholders to gather feedback and improve its ESG reporting and practices [4][5].

Core Viewpoint - The internal control evaluation report of Jinxi Axle Co., Ltd. indicates that the company has maintained effective internal controls over financial reporting and has not identified any significant deficiencies in both financial and non-financial internal controls as of the evaluation date [1][2][5]. Internal Control Evaluation Conclusion - The company confirmed that there are no significant deficiencies in financial reporting internal controls as of the evaluation date [2]. - The company also reported no significant deficiencies in non-financial reporting internal controls [2]. - No factors affecting the effectiveness of internal control evaluations have occurred between the evaluation date and the report issuance date [2]. Internal Control Evaluation Work Situation - The evaluation scope included all major units, businesses, and high-risk areas, with 100% of total assets and operating income included in the evaluation [3]. - The evaluation was based on the enterprise internal control standard system and the company's internal control manual [5]. Internal Control Deficiency Identification and Rectification - The company did not identify any significant deficiencies in financial reporting internal controls during the reporting period [6]. - Minor deficiencies were identified in non-financial reporting areas such as contract management and equipment management, which have been rectified without substantial impact on the internal control system [6]. Other Significant Internal Control Matters - The company has completed all rectifications of deficiencies identified in the previous year [6]. - The internal control system is reported to be operating well, with no significant or important control deficiencies found, ensuring effective internal controls in all major aspects [6].

Core Viewpoint - The report assesses the risks associated with the financial transactions between Jinxichaxu Co., Ltd. and the Financial Company, focusing on the safety and liquidity of deposits as well as the financial risks involved in the operations of the Financial Company [1][14]. Financial Company Overview - The Financial Company was established on June 4, 1997, originally as Northern Industrial Group Financial Co., Ltd., and has undergone several name changes and capital increases, with the registered capital reaching 634 million yuan by 2020 [1][2]. - The shareholders include China Weapon Industry Group Co., Ltd. (46.466%), China North Industries Group Co., Ltd. (9.464%), and several other entities, with the legal representative being Wang Shixin [2]. Business Scope - The Financial Company's business scope includes accepting deposits, providing loans, handling bill discounting, fund settlement, and offering financial advisory services among others [3]. Internal Control System - The Financial Company has established an internal control system aimed at ensuring comprehensive, prudent, effective, and independent operations, with a focus on risk prevention and management [4][5]. - The internal control structure includes a board of directors and a general manager responsible for operational management, with clear responsibilities defined among the board, management, and shareholders [4]. Risk Management - The Financial Company has implemented a risk identification and assessment system, with internal audits conducted to monitor economic activities and ensure compliance with established procedures [6][9]. - Various management measures are in place to control funding risks, including strict adherence to regulations and the establishment of a credit management system [5][7]. Financial Performance - As of December 31, 2024, the Financial Company reported bank deposits of 827.67 million yuan and a net profit of 522.13 million yuan, indicating strong business development and collaboration with partner banks [10][11]. - The capital adequacy ratio was reported at 21.90%, significantly above the regulatory requirement of 10.5%, and the liquidity ratio was 53.14%, exceeding the minimum of 25% [12]. Loan and Investment Management - The Financial Company maintains a loan balance of 7.61 billion yuan, which is below the 80% threshold of total deposits and registered capital, ensuring compliance with regulatory limits [12][13]. - Investment activities are limited to fixed-income securities, with a total investment amounting to 386.93 million yuan, adhering to the 70% cap of the capital net amount [13][14]. Deposit Management - The company’s deposits in the Financial Company do not exceed 30% of the total funds raised, ensuring good safety and liquidity without any payment delays due to insufficient funds [14].

Core Viewpoint - The announcement details a change in accounting policy by Jinxi Axle Co., Ltd. in accordance with the Ministry of Finance's issuance of "Interpretation No. 18 of the Enterprise Accounting Standards," which does not significantly impact the company's financial status or operating results [1][2][3]. Summary of Accounting Policy Change - The accounting policy change is based on the new regulations regarding the accounting treatment of quality guarantees that do not constitute a single performance obligation, requiring the recognition of estimated liabilities in accordance with relevant accounting standards [2][3]. - The company will adjust its accounting treatment for estimated liabilities related to quality guarantees by debiting "main business costs" and "other business costs," while crediting "estimated liabilities" [2][3]. - The new accounting policy will be effective from January 1, 2024, and will not involve retrospective adjustments for previous years [3][4]. Impact of the Change - The change is deemed reasonable and aligns with the Ministry of Finance's regulations, allowing for a more objective and fair representation of the company's financial condition and operating results [3][4]. - The change does not have a significant impact on the company's financial status or operating results and does not harm the interests of the company or its shareholders [3][4]. Review by Supervisory and Independent Directors - The supervisory board concluded that the accounting policy change complies with relevant laws and regulations and reflects the company's actual situation [3][4]. - The audit committee and independent directors have reviewed and approved the change, confirming that it adheres to the regulations set forth by the Ministry of Finance, the China Securities Regulatory Commission, and the Shanghai Stock Exchange [4].

Overview - The company announced the provision for asset impairment, reflecting a need to adjust the book value of certain assets due to indications of impairment [1][2]. Asset Impairment Provision Details - The company recognized an asset impairment loss of 8.0973 million yuan for the year 2024, with a reversal of 4.0468 million yuan [1]. - The fourth quarter of 2024 saw a reversal of bad debt provision amounting to 2.4622 million yuan [1]. - The total impact of the bad debt provision reversal on the consolidated profit was 3.9410 million yuan [2]. Breakdown of Impairment Provisions - The company recorded a total of 5.7542 million yuan in impairment provisions, including 0.1549 million yuan for raw materials and 0.1058 million yuan for work in progress [2]. - In the fourth quarter, the company recognized an additional impairment provision of 1.6333 million yuan, with specific allocations for raw materials, work in progress, and finished goods [2]. - The total impact of inventory impairment provisions on the consolidated profit was -5.6484 million yuan [2]. Impact on Financial Statements - The asset impairment provisions will lead to a reduction in the consolidated profit for the year 2024 [2]. - The board of directors justified the impairment provisions as necessary for accurately reflecting the market value of the company's assets, adhering to the principle of accounting conservatism [2][3]. Review and Approval Process - The audit committee and independent directors reviewed and approved the asset impairment provision, confirming compliance with accounting standards and the company's policies [3]. - The supervisory board also endorsed the decision, affirming that the provisions align with relevant regulations and accurately represent the company's financial condition [3].

Group 1 - The independent directors of the company approved the 2024 profit distribution plan, stating it aligns with regulatory requirements and the company's long-term development strategy, benefiting all shareholders [1] - The internal control evaluation report for 2024 was deemed comprehensive and effective, reflecting the company's internal control system's actual situation without significant defects [1][2] - The risk assessment report regarding financial transactions with a related party, the Non-Bank Financial Institution, was considered valid and objective, indicating that risks are controllable and do not harm shareholders' interests [2] Group 2 - The company’s change in accounting policies was found to comply with relevant regulations and will fairly represent its financial status without significant impact on financial statements [2][3] - The provision for asset impairment was deemed appropriate and in line with accounting principles, ensuring a fair reflection of the company's financial condition and operational results [3]

Summary of Key Points Core Viewpoint The report outlines the fundraising activities and the management of raised funds by Jinxichaxu Co., Ltd., detailing the total amount raised, its usage, and the management practices in place to ensure compliance with regulatory requirements. Group 1: Fundraising Overview - The total amount raised through a non-public offering in August 2013 was RMB 1,290 million, with a net amount of RMB 1,261.137 million after deducting issuance costs [1]. - As of December 31, 2023, the company had utilized RMB 730.0195 million of the raised funds, leaving RMB 782.5082 million unutilized [2]. - By December 31, 2024, the cumulative usage remained at RMB 730.0195 million, with unutilized funds increasing to RMB 798.3301 million [2]. Group 2: Fund Management Practices - The company has established a dedicated management system for the raised funds, including a special account storage method to ensure funds are used for their intended purposes [3]. - The company has signed tripartite agreements with banks to regulate the management of the raised funds, ensuring compliance with the Shanghai Stock Exchange's guidelines [3]. - As of December 31, 2024, the company maintained a balance of RMB 8,330,142.79 in its special accounts across various banks [5]. Group 3: Fund Usage and Adjustments - The total amount of funds invested in projects as of the report date is RMB 730.0195 million, with a portion of RMB 321.137 million being reallocated for different uses [6]. - The "Rail Transit and High-end Equipment Manufacturing Base Construction Project (Phase I)" has been completed, with a total investment of RMB 630.0195 million [6]. - The company has not utilized any idle funds for temporary working capital, and all cash management products have been returned to the special account [6]. Group 4: Compliance and Verification - The report confirms that all disclosed information regarding the use of raised funds is accurate and complies with regulatory requirements [7]. - The accounting firm has verified the report, concluding that it reflects the company's fundraising and usage status in accordance with the relevant regulations [7]. - The sponsor has also confirmed that the management of the raised funds aligns with legal and regulatory standards, with no violations reported [7].