证券代码：600495 证券简称：晋西车轴 公告编号：临2025-037 晋西车轴股份有限公司 关于获得政府补助的公告 本公司董事会及全体董事保证公告内容不存在虚假记载、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。 一、获得补助的基本情况 （一）获得补助概况 2025 年 2 月 19 日至 2025 年 7 月 18 日，晋西车轴股份有限公司（以下简称"公 司"或"晋西车轴"）及全资子公司晋西铁路车辆有限责任公司（以下简称"晋 西车辆"）累计获得与收益相关的政府补助合计 2,307,679.75 元，占公司 2024 年 度经审计合并报表净利润的 10.00%。 （二）具体补助情况 单位：元 | 序 号 | 获得单位 | 获得时间 | 补助类型 | 补助金额 | 占公司最近一期 经审计净利润的 | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 比例（%） | | | 1 | 晋西车轴 | 2025.04.15 | 与收益相关 | 400,000.00 | | 1.73 | | 2 | 晋西车辆 | 2025. ...

Group 1 - The company expects to achieve a net profit attributable to shareholders of 12.5 million to 15 million yuan for the first half of 2025, indicating a significant increase compared to the same period last year [1][2] - The net profit attributable to shareholders after deducting non-recurring gains and losses is projected to be between -200,000 and 500,000 yuan, which represents an increase of 48.8475 million to 51.3475 million yuan compared to the previous year [1][2] - The previous year's net profit attributable to shareholders was -19.8355 million yuan, and the net profit after deducting non-recurring gains and losses was -50.8475 million yuan [1][2] Group 2 - The earnings forecast is based on preliminary calculations by the company's finance department and has not been audited by registered accountants [2] - The company has not identified any significant uncertainties that could affect the accuracy of this earnings forecast [2]

证券代码：600495 证券简称：晋西车轴 公告编号：临 2025-036 晋西车轴股份有限公司 2025 年半年度业绩预告 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： 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 经财务部门初步核算，预计 2025 年半年度实现归属于上市公司股东的净利 润为 1,250 万元到 1,500 万元，与上年同期（法定披露数据）相比，将增加 3,233.55 万元到 3,483.55 万元，实现扭亏为盈。 预计 2025 年半年度实现归属于上市公司股东的扣除非经常性损益后的净利 润为-200 万元到 50 万元，与上年同期（法定披露数据）相比，将增加 4,884.75 万元到 5,134.75 万元。 （三）本次业绩预告数据未经注册会计师审计。 1 二、上年同期业绩情况 （一）归属于上市公司股东的净利润：-1,983.55 万元。归属于上市公司股 东的扣除非经常性损益后的净利润：-5,084.75 ...

证券代码：600495 证券简称：晋西车轴 公告编号：临 2025-035 晋西车轴股份有限公司 2024年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利0.014元 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/7/10 | － | 2025/7/11 | 2025/7/11 | 差异化分红送转： 否 本次利润分配方案经公司2025 年 6 月 18 日的2024年年度股东会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 分配方案： 本次利润分配以方案实施前的公司总股本1,208,190,886股为基数，每股派发现金红利 0.014元（含税），共计派发现金红利16,914,672.40元。 ...

Core Points - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, in accordance with relevant laws and regulations [1][4][5] - The registered capital of the company is set at 1,208,190,886 RMB, and it is established as a permanent limited liability company [6][7] - The company emphasizes the equal rights of all shareholders regarding the issuance of shares and profit distribution [6][7][8] Summary by Sections Company Structure and Governance - The company is established under the Company Law and other relevant regulations, with a unified social credit code of 91140000725909617E [1][2] - The articles of association serve as a legally binding document governing the organization and behavior of the company, its shareholders, and management [5][6] Shareholder Rights and Obligations - Shareholders have the right to participate in decision-making processes, including voting on significant corporate matters [12][13] - The company prohibits the transfer of shares within one year of the company's stock being listed on the stock exchange for certain shareholders [10][11] - Shareholders holding more than 5% of the company's shares must report any pledges of their shares to the company [18][19] Capital and Share Issuance - The company can increase its capital through various methods, including public offerings and private placements, ensuring equal rights for all shareholders [6][7][8] - The issuance of shares must adhere to principles of openness, fairness, and justice, with all shares of the same category having equal rights [6][7] Management and Accountability - The chairman of the board acts as the legal representative of the company, and the company is responsible for civil liabilities arising from the actions of its legal representative [4][5] - The articles outline the responsibilities of directors and senior management, including the obligation to act in the best interests of the company and its shareholders [16][17] Compliance and Legal Framework - The company must comply with laws and regulations regarding the management of its financial and accounting practices, ensuring independence from its controlling shareholders [24][25] - The articles provide mechanisms for shareholders to seek legal recourse in case of violations of their rights or the company's interests [16][17]

《晋西车轴股份有限公司章程》 修订对照表 | 修订前 | 修订后 | 第一条 | 为维护公司、股东和债 | 第一条 | 为维护公司、股东、职工和债 | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 权人的合法权益，规范公司的组织和 | 权人的合法权益，规范公司的组织和行为， | 行为，根据《中华人民共和国公司法》 | 根据《中华人民共和国公司法》(以下简称 | | | | | | | | | | | | | | | | | | | | | | | | | (以下简称"《公司法》")、《中华 | "《公司法》")、《中华人民共和国证券 | 人民共和国证券法》（以下简称"《证 | 法》（以下简称"《证券法》"）、《中国 | | | | | | | | ...

Core Viewpoint - 晋西车轴 has demonstrated resilient growth in a challenging market, achieving revenue and profit increases despite industry headwinds [2][3] Group 1: Company Performance - In 2024, 晋西车轴 reported a revenue of 1.314 billion yuan, a year-on-year increase of 2.4%, and a net profit of 23.08 million yuan, up 13.39% [2] - The company aims to sell 75,400 railway axles and 1,600 railway vehicles in 2025, with a focus on expanding its new industries such as defense equipment and smart firefighting [3] Group 2: Market Position - 晋西车轴 is positioned within a competitive landscape dominated by global giants like Siemens and Alstom, facing challenges from market demand and pricing pressures [2] - The company maintains a leading market share in the procurement of railway freight car axles and has achieved record high orders for complete vehicles [3] Group 3: R&D and Investor Relations - 晋西车轴 has consistently implemented a stable dividend policy for eight years, with a proposed cash dividend of 0.14 yuan per share for 2024, amounting to 16.91 million yuan, which is 73.30% of the net profit [4] - The company allocates over 6% of its revenue to R&D annually, emphasizing the importance of innovation for future growth [4] Group 4: Recent Developments - In Q1 2024, 晋西车轴 achieved a revenue of 373 million yuan, a 52.67% increase year-on-year, and a net profit of 7.82 million yuan, marking a significant turnaround [5] - The controlling shareholder plans to increase their stake in the company by investing between 50 million and 100 million yuan, which is expected to boost investor confidence [6]

Core Points - The company, Jinxi Axle Co., Ltd., is established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The registered capital of the company is RMB 1,208,190,886 [5] - The company aims to become a leading enterprise in high-end equipment manufacturing by focusing on key products, market orientation, and technological innovation [6] Company Structure - The company was founded by several entities, including Jinxi Machinery Factory and American Aimo International Co., Ltd., and is registered with the Shanxi Provincial Market Supervision Administration [3] - The company has a total of 1,208,190,886 shares, all of which are ordinary shares [9] - The company’s shares are issued in accordance with principles of openness, fairness, and justice, ensuring equal rights for all shareholders [7] Share Issuance and Capital Increase - The company issued 40,000,000 ordinary shares to the public in 2004, which were listed on the Shanghai Stock Exchange [3] - The company has conducted several capital increases through the conversion of capital reserves into share capital, including a significant increase in 2014 where 536,973,727 shares were issued [8][9] Governance and Management - The chairman of the board represents the company in executing its affairs and is the legal representative [5] - The company has established a party organization in accordance with the Communist Party of China’s regulations, ensuring the integration of party activities within the company [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [14] - The company’s shareholders are prohibited from withdrawing their capital except as provided by law [18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [22] - The company must provide adequate notice of meetings and ensure that all shareholders can participate, including through online voting [27] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes cast [79][81] - The company’s board of directors is responsible for reporting to shareholders on its activities and financial performance during the annual meeting [73]

Core Points - The company has revised its Articles of Association, Shareholders' Meeting Rules, and Board Meeting Rules to enhance corporate governance and decision-making processes [1][2][3] Group 1: Revision of Articles of Association - The company will no longer have a supervisory board; its functions will be taken over by the Audit Committee of the Board [1][2] - The revision includes improvements to general provisions, legal representatives, and share issuance regulations [1] - The new Articles clarify the scope, powers, and responsibilities of the legal representative, as well as the procedures for changes [1] Group 2: Shareholder and Board Regulations - New sections have been added regarding controlling shareholders and actual controllers, along with modifications to the procedures for convening and presiding over shareholder meetings [2] - The responsibilities of the Board of Directors and its specialized committees have been refined, including the introduction of independent directors and the responsibilities of directors and senior management [2] - The original content regarding the supervisory board has been removed, with its responsibilities now assigned to the Audit Committee [2] Group 3: Compliance with New Company Law - The revisions align with the new Company Law, allowing the use of capital reserves to cover company losses and refining the procedures for hiring or dismissing accounting firms [2] - The company will submit the revised documents for approval at the second extraordinary shareholders' meeting of 2025 [3] - The management is authorized to handle the necessary business registration changes related to the amendments [3]

Core Points - The document outlines the rules for the board of directors of Jinxichaxu Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Group 1: Meeting Structure - The board must hold at least two regular meetings each year [3] - The board can convene temporary meetings under specific circumstances, such as shareholder or director proposals [2][3] - Meeting notifications must be sent out in advance, with regular meetings requiring a 10-day notice and temporary meetings requiring a 3-day notice [4][5] Group 2: Proposal and Voting Procedures - Proposals for meetings must be submitted in writing and include specific details such as the proposal content and reasons for the meeting [2][3] - A majority of directors must be present for a meeting to be valid, and decisions require a majority vote unless otherwise specified [5][19] - Directors must avoid conflicts of interest and cannot vote on matters where they have a personal stake [10][19] Group 3: Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results [26][27] - All meeting documentation must be preserved for at least 10 years [31] - Directors must sign off on meeting records, and any dissent must be documented [12][28]