2、关于补选苗润生先生为公司第九届董事会独立董事的议案 3、关于转让参股公司钢研大慧私募基金管理有限公司股权及放弃其优 先购买权暨关联交易的议案 北京金自天正智能控制股份有限公司 北京金自天正智能控制股份有限公司 2025 年第一次临时股东会议程安排 会议日期：2025 年 9 月 10 日 14 时 00 分； 会议地点：北京金自天正智能控制股份有限公司八楼大会议室； 2025 年第一次临时股东会会议材料 2025 年 9 月 10 日 会议材料目录 1、会议议程安排 2、审议《关于转让参股公司钢研大慧私募基金管理有限公司股权及放弃其优先购买 权暨关联交易的议案》。 会议主持人：北京金自天正智能控制股份有限公司董事长郝晓东先生； 1）听取《关于转让参股公司钢研大慧私募基金管理有限公司股权及放弃其优先购买 权暨关联交易的议案》； 参加人员：北京金自天正智能控制股份有限公司的股东、股东委托代理人，公司的 董事、监事及部分高级管理人员，公司聘请的律师及秘书组工作人员。 会议议程： 一、主持人宣布到会股东和股东委托代理人数及代表股份数。 二、主持人介绍秘书组工作人员名单。 三、大会进入议案审议程序： 1、审议《关于 ...

Audit Report and Financial Statements - The audit report indicates that the financial statements of Steel Research Dahui Private Fund Management Co., Ltd. have been prepared in accordance with the relevant accounting standards and provide a true and fair view of the company's financial position as of May 31, 2025 [1][3] - The financial statements are intended solely for equity transfer assessment and are not suitable for other purposes [1][3] - The company has a registered capital of RMB 300 million, with major shareholders including Steel Research Investment Co., Ltd. holding 80% [2][3] Financial Reporting Basis - The financial statements are based on the going concern assumption, and the company is responsible for ensuring that the financial statements are free from material misstatement due to fraud or error [1][3] - The company has established internal controls to ensure the accuracy of financial reporting [1][3] Important Accounting Policies - The accounting period is from January 1 to December 31, and the company uses RMB as its functional currency [3][4] - Financial instruments are classified based on the business model and cash flow characteristics, with specific criteria for measuring at amortized cost or fair value [4][5] - Inventory is measured at cost, which includes procurement costs and processing costs, and is accounted for using the first-in, first-out method [16][17] Long-term Investments - Long-term equity investments in joint ventures and associates are accounted for using the equity method, with adjustments made for the share of profits or losses [18][19] - The company assesses long-term equity investments for impairment when there are indications that the carrying amount may not be recoverable [21] Fixed Assets and Depreciation - Fixed assets are recognized at cost and depreciated using the straight-line method over their useful lives, which range from 3 to 30 years depending on the asset type [22] - The company evaluates fixed assets for impairment and adjusts the carrying amount if the recoverable amount is less than the carrying value [22] Borrowing Costs - Borrowing costs directly attributable to the acquisition or construction of qualifying assets are capitalized, while other borrowing costs are recognized as expenses in the period incurred [23][24] Intangible Assets - Intangible assets are recognized when it is probable that future economic benefits will flow to the company and the cost can be measured reliably [25] - The company conducts impairment tests on intangible assets with finite useful lives and recognizes losses if the carrying amount exceeds the recoverable amount [26]

Group 1: Company Performance - Jia Ying Pharmaceutical reported a net profit of 20.08 million yuan for the first half of 2025, a year-on-year increase of 254.33% [1] - Aote Xun recorded a net loss of 28.97 million yuan for the first half of 2025, compared to a loss of 17.45 million yuan in the same period last year [1] - China Ruilin achieved a net profit of 74.75 million yuan, reflecting a year-on-year growth of 26.77% [1] - Shanxi Coking experienced a net loss of 77.61 million yuan, reversing from a profit of 184 million yuan in the previous year [3] - Dazhu Laser reported a net profit of 488 million yuan, a decline of 60.15% year-on-year [5] - Jin Zi Tian Zheng achieved a net profit of 21.66 million yuan, a year-on-year increase of 17.59% [7] - Bao Tai Long turned a profit with a net profit of 98.88 million yuan, compared to a loss of 192 million yuan in the previous year [9] - Qujiang Cultural Tourism reported a net loss of 13.88 million yuan, compared to a loss of 187 million yuan in the same period last year [9] - New Yisheng reported a net profit of 3.94 billion yuan, a year-on-year increase of 355.68% [11] - Blue Si Technology achieved a net profit of 1.14 billion yuan, reflecting a year-on-year growth of 32.68% [12] - Huichuan Technology reported a net profit of 2.97 billion yuan, a year-on-year increase of 40.15% [13] - Ju Yi Technology achieved a net profit of 39.79 million yuan, a year-on-year increase of 69.48% [15] - Ke Ma Technology reported a net profit of 172 million yuan, a year-on-year increase of 23.52% [22] Group 2: Company Announcements - ST Quan Wei's subsidiary signed a contract for a photovoltaic project worth approximately 1.125 billion yuan [10] - ST Ya Lian announced that its stock will be delisted from risk warnings starting August 27, 2025 [16] - Yang Fan New Materials announced that its controlling shareholder is under investigation [18] - Sairun Bio's rabies serum product has started sales in several provinces [20] - Hengsheng Electronics announced that a director plans to reduce holdings by up to 8 million shares [21] - Beijing Junzheng plans to issue H-shares and list on the Hong Kong Stock Exchange [21] - Guo An Da intends to invest 104 million yuan to gain control of Ke Wei Tai [22] - Ke Ma Technology plans to issue convertible bonds to raise up to 750 million yuan [23]

Company Announcements - Tonglin Co., Ltd. has no business related to graphene industry [1] - Hemei Group plans to invest in the construction of the Qinyuan Qiaolonggou Comprehensive Energy Island Project [1] - Huayi Technology is planning to issue H-shares and list on the Hong Kong Stock Exchange [1] - Wencheng International has won the core smart warehouse operation service project for a well-known cross-border e-commerce platform in East China [1] - Xingfa Group intends to acquire 50% equity of Qiaogou Mining for 855 million yuan [1] - Koweil has completed the repurchase of 1.1788% of its shares [1] - Tianfu Communication reported a net profit of 899 million yuan in the first half of the year and plans to distribute 5 yuan per 10 shares [1] - Huayang Lianzhong's controlling shareholder, Xiangjiang Group, plans to increase its stake by 1% to 2% [1][2] - Hengsheng Electronics' director Jiang Jiansheng plans to reduce his stake by no more than 0.42% [1][2] - Tanshijia plans to raise no more than 1.93 billion yuan through a private placement to its actual controller Li Ming and his controlled enterprise Tongyu Huying [1][2] - Jingu Co., Ltd. has received a notification for the low-carbon wheel project from Avatar [1][2] Performance Highlights - Tianfu Communication reported a net profit of 899 million yuan in the first half of the year [1] - Hisense Visual reported a net profit of 1.056 billion yuan in the first half of the year, representing a year-on-year increase of 26.63% [1]

Core Viewpoint - The company plans to transfer its 5% stake in Steel Research Dahui Private Fund Management Co., Ltd. to Steel Research Investment Co., Ltd. for a price of 16.3987 million yuan, aiming to focus on its core business and enhance competitiveness [1][2][3] Summary by Sections Transaction Overview - The company intends to transfer its 5% stake in Steel Research Dahui for 16.3987 million yuan based on an asset evaluation report [1][2] - The company will no longer hold any equity in Steel Research Dahui after the transaction [1] - The transaction is classified as a related party transaction due to the common control by China Steel Research Technology Group [2][3] Related Party Information - Steel Research Investment holds 80% of Steel Research Dahui, while other stakeholders include Antai Technology (6.67%), Steel Research High-Tech (5%), and New Metallurgy High-Tech Group (3.33%) [2][3] - The company has decided to waive its right of first refusal regarding the transfer of shares by other stakeholders [2][3] Financial Data - The evaluation report indicates that as of May 31, 2025, Steel Research Dahui's total assets are valued at 36.35179 million yuan, with liabilities of 3.55443 million yuan and equity of 32.79735 million yuan [19][20] - The company’s decision to divest is based on strategic planning and operational considerations, with no adverse impact on its financial status or operational results [20][21] Approval Process - The transaction has been approved by the independent directors, supervisory board, and board of directors, and is pending approval from the shareholders' meeting [21][22] - The independent directors have confirmed that the transaction aligns with the company's operational needs and does not harm the interests of shareholders, particularly minority shareholders [21][22]

Core Viewpoint - The company has established a value management system aimed at enhancing investment value and shareholder returns while ensuring compliance with relevant laws and regulations [2][3]. Group 1: Purpose and Principles of Value Management - The main purpose of value management is to improve company quality, enhance core competitiveness, and solidify the foundation for value management while fostering a strong awareness of shareholder returns [2][3]. - The basic principles of value management include compliance, systematic approach, scientific management, continuity, and integrity [3]. Group 2: Responsibilities and Structure - The board of directors leads the value management efforts, with the management team responsible for execution and the board secretary overseeing the process [5]. - The board is tasked with formulating overall value management plans, monitoring market reflections of company value, and ensuring effective implementation of value management strategies [4][5]. Group 3: Main Methods of Value Management - Key methods for enhancing investment value include mergers and acquisitions, employee stock ownership plans, cash dividends, investor relations management, information disclosure, and share buybacks [6][7][8][9]. - The company aims to focus on its core business, improve operational efficiency, and utilize various strategies to reflect its quality in the market [6][7]. Group 4: Monitoring and Response Mechanisms - The board office is responsible for monitoring key indicators such as market capitalization and price-to-earnings ratios, setting warning thresholds, and initiating response measures when necessary [14]. - In the event of significant stock price declines, the company will analyze causes, enhance communication with investors, and may consider share buybacks or cash dividends to stabilize prices [15][16]. Group 5: Prohibited Actions in Value Management - The company and its stakeholders are prohibited from engaging in misleading information disclosure, insider trading, and other actions that could disrupt market order [18].

Meeting Notification and Attendance - The notification for the 11th meeting of the 9th Board of Directors was sent on August 15, 2025, via phone, email, and verbally [1] - The meeting was held in compliance with the Company Law and Articles of Association, presided over by Chairman Mr. Hao Xiaodong, with the attendance of 5 supervisors [1] Resolutions Passed - The board reviewed and approved the annual report and the summary of the 2025 semi-annual report, which had previously been approved by the audit committee [1] Independent Director Appointment - Independent Director Mr. Zhu Baoxiang has served for six years and applied to resign from his position. The board nominated Mr. Miao Runsheng as the candidate for independent director, pending shareholder approval [2] Share Transfer and Related Transactions - The company plans to transfer its 5% stake in Steel Research Dahui Private Fund Management Co., Ltd. to Steel Research Investment Co., Ltd. for a transaction price based on the net asset valuation of 327.9735 million yuan as of May 31, 2025 [3] - The company will also waive its right of first refusal regarding the transfer of stakes in the private fund by other related companies, which constitutes a related party transaction [3] Upcoming Shareholder Meeting - The company will hold its first temporary shareholder meeting on September 10, 2025, to discuss the election of Mr. Miao Runsheng as an independent director and the transfer of the stake in Steel Research Dahui Private Fund Management Co., Ltd. [4]

Core Points - The company held its ninth supervisory board meeting on August 25, 2025, with all five supervisors present, ensuring compliance with legal and regulatory requirements [1][2] - The meeting approved the 2025 semi-annual report, confirming that its preparation and review processes adhered to relevant laws, regulations, and internal management systems [1][2] - The company plans to transfer its 5% stake in Steel Research Dahui Private Fund Management Co., Ltd. to Steel Investment Co., Ltd. to optimize business layout and enhance asset allocation efficiency [2][3] - The net asset valuation of Dahui Private Fund as of May 31, 2025, was approximately 327.97 million yuan, with the transaction price set at 5% of this valuation [2][3] - The company decided to waive its priority purchase rights regarding the transfer of additional stakes in Dahui Private Fund held by related parties, as all parties involved share the same actual controller [3]

Meeting Information - The first extraordinary general meeting of 2025 will be held on September 10, 2025, at 14:00 in the conference room on the 8th floor, No. 6 Fufeng Road, Science City, Fengtai District, Beijing [1][4] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - The online voting will be available from 9:15 to 15:00 on the day of the meeting, with specific trading time slots for the voting platform [2][3] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts, but repeated votes will be counted only from the first submission [5] Agenda Items - The meeting will review non-cumulative voting proposals, including a proposal regarding the company's equity and the waiver of preemptive rights related to connected transactions, which has already been approved by the board [2][4] - Related shareholders, specifically China Steel Research Group Corporation and Metallurgical Automation Research and Design Institute Co., Ltd., are required to abstain from voting on the relevant proposals [2] Attendance Requirements - Shareholders must be registered by the close of trading on September 3, 2025, to attend the meeting and may appoint a proxy to vote on their behalf [9] - Proxies do not need to be shareholders of the company [9]

Core Viewpoint - The company has developed a "Quality Improvement and Efficiency Enhancement Return" action plan to align with national economic policies and enhance shareholder value through high-quality development and effective market management [1] Group 1: Focus on Core Business and Competitiveness - The company aims to enhance its core competitiveness by focusing on intelligent manufacturing technology and digital transformation, striving to become a leading provider of integrated system solutions in the industry [1] - The intelligent steelmaking system integrates multi-source information to create a comprehensive perception network, improving production navigation and decision-making support [2] Group 2: Research and Development of Green Technologies - The company is committed to developing green low-carbon technologies, particularly electric arc furnace steelmaking, which is recognized for its low energy consumption and reduced emissions [3] - The company’s energy management system utilizes industrial internet technology to optimize energy consumption and reduce carbon emissions in manufacturing processes [3][4] Group 3: Innovation and Technology Promotion - The company emphasizes innovation and has established a dedicated department for technology development, with a planned R&D investment of 73.21 million yuan in 2024 [5] - The company will continue to promote the application of technological achievements and enhance its market presence through participation in technology exhibitions and collaborations [5] Group 4: Investor Returns and Governance - The company prioritizes investor returns, with a planned total cash dividend of 45.176 million yuan from 2022 to 2024, representing 90.88% of the average distributable net profit [6] - The company is focused on improving corporate governance and compliance, ensuring adherence to legal regulations and enhancing decision-making processes [7][9] Group 5: Investor Relations Management - The company is committed to improving the quality of information disclosure and has voluntarily published annual ESG reports for three consecutive years to enhance investor understanding [8] - The company will hold regular performance briefings and utilize various communication channels to engage with investors and convey its value proposition [8]