科达制造股份有限公司 2025年第二次临时股东大会 会议资料 二〇二五年八月 2025 年第二次临时股东大会议程安排 一、会议时间：2025 年 8 月 26 日 14 点 50 分 二、会议地点：广东省佛山市顺德区陈村镇广隆工业园环镇西路 1 号总部大 楼 101 会议中心 三、会议主持：边程 董事长 四、会议议案安排： | 序号 | 会议议案 | 页码 | | --- | --- | --- | | 1 | 《关于修订<公司章程>及其附件的议案》 | 3 | | 2 | 《关于选举陈永成先生为第九届董事会非独立董事的议案》 | 4 | | 3 | 《关于为控股子公司提供担保的议案》 | 5 | | 4.00 | 逐项审议《关于修订若干公司治理制度的议案》 | 11 | | 4.01 | 《关于修订<独立董事工作制度>的议案》 | 11 | | 4.02 | 《关于修订<关联交易制度>的议案》 | 11 | | 4.03 | 《关于修订<对外担保管理制度>的议案》 | 11 | | 4.04 | 《关于修订<董事、高级管理人员薪酬及绩效管理制度>的议案》 | 11 | | 4.05 | 《关于修订<募集资金 ...

通过天眼查大数据分析，科达制造股份有限公司共对外投资了40家企业，参与招投标项目105次，知识 产权方面有商标信息59条，专利信息1597条，此外企业还拥有行政许可224个。 来源：金融界 科达制造最新一期业绩显示，截至2025一季报，公司营业总收入37.67亿元、同比增长47.05%，归属净 利润3.47亿元，同比增长11.38%，扣非净利润3.23亿元，同比增长17.13%，流动比率1.539、速动比率 1.005、资产负债率49.19%。 天眼查商业履历信息显示，科达制造股份有限公司，成立于1996年，位于佛山市，是一家以从事专用设 备制造业为主的企业。企业注册资本191785.6391万人民币，实缴资本191785.6391万人民币。公司法定 代表人为边程。 金融界消息 截至2025年8月12日收盘，科达制造（600499）报收于11.75元，下跌0.68%，换手率 1.11%，成交量21.25万手，成交金额2.49亿元。 资金流向方面，今日主力资金净流出1300.69万元，占比成交额5.23%。其中，超大单净流出531.12万 元、占成交额2.14%，大单净流出769.57万元、占成交额3.1%，中 ...

Group 1 - The largest shareholder, Mr. Liang Tongcan, holds 374,456,779 shares of Keda Manufacturing Co., Ltd., accounting for 19.52% of the total share capital [1] - After the release of part of the pledged shares, Mr. Liang has a total of 233,610,000 pledged shares, which is 62.39% of his holdings and 12.18% of the total share capital [1] - As of August 11, 2025, Mr. Liang and his concerted party, Guangdong Hongyu Group Co., Ltd., hold 438,797,931 shares, representing 22.88% of the total share capital, with a total of 297,951,152 pledged shares, accounting for 67.90% of their holdings and 15.54% of the total share capital [1] Group 2 - Mr. Liang has previously pledged shares on June 27, 2022, and October 17, 2024, totaling 19,250,000 shares, and recently released 8,600,000 shares from pledge [1] - The release of the pledged shares was due to the early repayment of financing debts by the relevant debtor, aimed at optimizing the company's financing costs [1]

Core Viewpoint - The announcement details the partial release of share pledges by the largest shareholder, Liang Tongcan, which aims to optimize financing costs for the company [1]. Group 1: Shareholder Information - Liang Tongcan holds 374,456,779 shares of the company, representing 19.52% of the total share capital, and is the largest shareholder [1]. - After the partial release of pledges, Liang Tongcan has pledged a total of 233,610,000 shares, which is 62.39% of his holdings and 12.18% of the company's total share capital [1]. Group 2: Pledge Status - As of August 11, 2025, Liang Tongcan and his concerted party, Guangdong Hongyu Group, hold a total of 438,797,931 shares, accounting for 22.88% of the total share capital, with a cumulative pledge of 297,951,152 shares, which is 67.90% of their holdings and 15.54% of the company's total share capital [2]. - The recent release of pledges includes 2,550,000 shares and 6,050,000 shares, which were previously pledged on June 27, 2022, and October 17, 2024, respectively [1]. Group 3: Documentation - The announcement includes a reference to the notice of release of securities pledge registration issued by China Securities Depository and Clearing Corporation Limited [3].

证券代码：600499 证券简称：科达制造 公告编号：2025-036 公司近日收到第一大股东梁桐灿先生的通知，获悉其将所持有公司的部分股 份办理了解除质押手续，现将有关情况公告如下： 一、本次股份解除质押情况 科达制造股份有限公司 关于第一大股东部分股份解除质押的公告 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： 梁桐灿先生持有科达制造股份有限公司（以下简称"公司"、"科达制造"） 股份 374,456,779 股，占公司总股本的比例为 19.52%，为公司第一大股东。本次 部分股份解除质押后，梁桐灿先生累计质押股份 233,610,000 股，占其所持公司 股份数的 62.39%，占公司总股本的 12.18%。 梁桐灿先生分别于 2022 年 6 月 27 日、2024 年 10 月 17 日将其持有的科达 制造 13,200,000 股、6,050,000 股股票办理了质押，具体内容详见公司于 2022 年 6 月 30 日、2024 年 10 月 19 日在上海证券交易所网站（www.sse.com. ...

Core Insights - The report highlights the significant role of CFOs in listed companies, with the total compensation for CFOs in A-share companies reaching 4.27 billion yuan in 2024, averaging 814,800 yuan per year [1] - The average age of CFOs is approximately 47.95 years, with the majority aged between 40-49 years [3] - There is a notable disparity between CFO compensation and company performance, with several instances of high salaries despite poor financial results [7] Compensation Overview - The average salary for CFOs in the machinery and equipment-specialized equipment sector is about 655,600 yuan, with the highest salary being 3.20 million yuan and the lowest at 94,100 yuan [1] - The distribution of salaries shows that 49% of CFOs earn between 500,000 and 1 million yuan [1] Age and Education Distribution - The age distribution indicates that 45% of CFOs are between 40-49 years old, with the oldest being 65 years and the youngest at 33 years [3] - Educational qualifications reveal that there are 2 PhDs, 40 Master's degrees, 88 Bachelor's degrees, and 26 with lower qualifications, with corresponding average salaries of 2.11 million yuan, 741,100 yuan, 619,500 yuan, and 512,600 yuan respectively [5] Performance and Compliance Issues - There are discrepancies between CFO salaries and company performance, with examples of significant salary increases despite drastic declines in net profit [7] - A total of 14 CFOs received warnings or public notifications for compliance issues in 2024-2025 [7] - Specific cases include CFOs from companies like Sanyou Technology and Lingyun Light, who faced multiple warnings for various violations [8][9]

Market Overview - The A-share market showed a strong upward trend on August 11, with the ChiNext Index rising nearly 2% by midday [1] - The PEEK materials concept led the market, with companies like Zhongxin Fluorine Materials and Jinfat Technology hitting the daily limit [1] - Sectors such as gold, banking, electricity, and shipbuilding manufacturing experienced declines [1] Jihua Group - Jihua Group's stock price hit the daily limit down, with 4.1446 million shares on the limit, totaling nearly 2 billion yuan [2] - The stock had previously surged over 94% due to speculation in the military sector [2] - On August 8, Jihua Group announced it received a notice from the China Securities Regulatory Commission regarding an investigation for suspected information disclosure violations [4] - The company reported a projected net loss of 60 million to 80 million yuan for the first half of 2025, primarily due to reduced orders from key clients [4] - Jihua Group's losses exceeded 4.2 billion yuan in 2024, marking the highest loss since its listing [4] Lithium Mining Sector - Lithium mining stocks surged, with companies like Shengxin Lithium Energy and Tianqi Lithium hitting the daily limit [5] - The average stock price of lithium mining companies in A-shares increased by 15.68% year-to-date [10] - Ningde Times announced a temporary suspension of mining operations at the Jiangxi province's Jianxiawo lithium mine for at least three months [7] - The suspension could impact monthly supply by approximately 8,000 tons, accounting for 8% of domestic supply [9] - Several lithium companies, including Tianqi Lithium and Xizang Zhuofeng, are expected to report significant profit increases compared to the previous year [12] Financing and Investment Trends - Multiple lithium mining stocks received net inflows of financing in August, with Ningde Times, Tianqi Lithium, and Zhongmin Resources receiving 370 million yuan, 301 million yuan, and 168 million yuan respectively [13][14] - The financing activities indicate strong investor interest in the lithium sector amid supply concerns and positive earnings forecasts [10][12]

Core Viewpoint - The report emphasizes the importance of investment opportunities in the western development of China, particularly following the establishment of the new Tibet Railway Company by the National Railway Group with an investment of 95 billion yuan, which is expected to catalyze the construction materials sector [1][2]. Investment Opportunities - The focus is on central government investments in regions such as Xinjiang, Tibet, and Sichuan, particularly in projects like hydropower stations, railways, canals, and water conservancy projects [2]. - Key projects attracting market attention include the Yaxia Project, the New Tibet Railway, the Three Gorges Waterway New Channel, the Pinglu Canal, the Zhejiang-Jiangxi-Guangdong Grand Canal, the China-Kyrgyzstan-Uzbekistan Railway, and cross-sea bridges [2]. Industry Performance - The report highlights the high demand for local manufacturing in Africa, suggesting that companies like Keda Manufacturing, which is focused on local production and sales integration, are well-positioned for growth [2]. - The report also notes that the construction materials sector in Africa is experiencing high demand, which is expected to continue [2]. Market Trends - The report provides insights into the current state of various materials in the construction sector, including: - Cement prices averaging 340 yuan per ton, with a year-on-year decrease of 43 yuan [4]. - Glass prices at 1274.90 yuan per ton, down 20.38 yuan from the previous week [4]. - Concrete mixing stations operating at a capacity utilization rate of 6.80% [5]. - Steel market showing signs of inventory accumulation and weak demand [5]. Corporate Developments - Roman Holdings plans to acquire a 39.2308% stake in Wutong High-tech for 200 million yuan, becoming its controlling shareholder [6]. - The National Railway Group's establishment of the New Tibet Railway Company with a 95 billion yuan investment is a significant development in the industry [6].

Core Viewpoint - The lithium mining sector is experiencing a significant surge in stock prices, driven by supply constraints and rising lithium carbonate futures prices, which have increased over 36% since late June [1][2][5]. Industry Analysis - **Lithium Mining Sector**: Regulatory tightening is impacting some lithium mining companies, leading to increased expectations of supply contraction. Meanwhile, stabilizing overseas lithium prices are boosting industry confidence, benefiting listed companies from price increases due to supply reductions [5]. - **Lithium Battery Manufacturing Sector**: The continuous growth in new energy vehicle sales is driving demand for power batteries, with installed capacity increasing by 47.3% year-on-year in the first half of the year. The maturation of solid-state battery technologies presents new development opportunities for the industry [5]. - **Lithium Equipment Sector**: The traditional lithium battery industry is gradually recovering, and capacity expansion is underway. The changing requirements for equipment due to solid-state batteries are expected to create new growth opportunities for lithium equipment companies [5]. Key Companies - **Tianqi Lithium**: A leading global lithium producer, expected to turn a profit in the first half of 2025 with a net profit of 0-1.55 billion yuan, benefiting from shortened lithium pricing cycles and optimized inventory costs [6]. - **Ganfeng Lithium**: A leading lithium product company with deep involvement in solid-state battery technology, having completed relevant R&D and industrialization layouts [7]. - **CATL (Contemporary Amperex Technology Co., Limited)**: A leader in power batteries, actively developing solid-state battery technology, with energy density breakthroughs expected to exceed 500Wh/kg and small-scale production of solid-state batteries anticipated by 2027 [7]. - **Cangge Mining**: A salt lake lithium extraction company, expecting a net profit of 1.75-1.90 billion yuan in the first half of the year, representing a year-on-year growth of 34.93%-46.49% [8].

Core Viewpoint - The announcement details the share pledge and release activities of Keda Manufacturing Co., Ltd. and its major shareholder, Liang Tongcan, and his concerted action partner, Guangdong Hongyu Group Co., Ltd. The restructuring of share pledges is aimed at optimizing the financing structure of the company [2][6]. Share Pledge and Release Summary - Guangdong Hongyu Group holds 64,341,152 shares of Keda Manufacturing, representing 3.35% of the total share capital, which has been fully pledged [2]. - As of August 7, 2025, Liang Tongcan and Hongyu Group collectively hold 438,797,931 shares, accounting for 22.88% of the total share capital, with 306,551,152 shares pledged, which is 69.86% of their holdings and 15.98% of the total share capital [2][5]. - On November 21, 2024, Hongyu Group pledged 64,341,152 shares, which were subsequently released from pledge [3][4]. Impact on Company Operations - The share pledge will not affect the company's main business, financing credit, financing costs, or ongoing operational capabilities [7]. - Liang Tongcan has nominated two director candidates to the board, and there are ongoing business transactions between Hongyu Group and Keda Manufacturing, including equipment sales and graphite processing services [7]. - There are no significant relationships or conflicts of interest between the company and its major shareholders that would impact governance or operations [7]. Monitoring and Disclosure - The company will closely monitor the developments related to the share pledge and will disclose relevant information in a timely manner as required [8].