证券代码：600710 证券简称：苏美达 公告编号：2025-034 苏美达股份有限公司 2025年第二次临时股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东大会召开的时间：2025 年 9 月 15 日 (二) 股东大会召开的地点：公司会议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情 况： | 1.出席会议的股东和代理人人数 | 203 | | --- | --- | | 2.出席会议的股东所持有表决权的股份总数（股） | 776,242,095 | | 3.出席会议的股东所持有表决权股份数占公司有表决权股份 | 59.4025 | | 总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情 况等。 本次股东大会由公司董事会召集，公司董事长杨永清先生主持。本次股东大 会的召集、召开及表决方式符合《中华人民共和国公司法》等法律、法规及规范 性文件以及《公司章程》的有 ...

北京市金杜（南京）律师事务所 关于苏美达股份有限公司 2025 年第二次临时股东大会 之法律意见书 致：苏美达股份有限公司 北京市金杜（南京）律师事务所（以下简称本所）接受苏美达股份有限公 司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券 法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督 管理委员会（以下简称中国证监会）《上市公司股东会规则》（以下简称《股 东会规则》）等中华人民共和国境内（以下简称中国境内，为本法律意见书之 目的，不包括中国香港特别行政区、中国澳门特别行政区和中国台湾省）现行 有效的法律、行政法规、规章和规范性文件和现行有效的公司章程有关规定， 指派律师出席了公司于 2025 年 9 月 15 日召开的 2025 年第二次临时股东大会 （以下简称本次股东大会），并就本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1.经公司 2023 年年度股东大会审议通过的《苏美达股份有限公司章程》（以 下简称《公司章程》）； 2.公司 2025 年 8 月 28 日刊登于上海证券交易所网站的《苏美达股份 ...

Core Insights - Nanjing's cross-border trade has shown significant vitality, with a 21.6% year-on-year increase in cross-border e-commerce import and export value from January to July this year [1] - The growth is attributed to the establishment of digital platforms, logistics networks, and strong industrial chains that enhance competitive strength [1] Group 1: Digital Platforms and Services - China Manufacturing Network, a core platform under Focus Technology, has over 52 million enterprise users and 99 million product listings, with an annual website visit count exceeding 3.04 billion [3] - The platform has launched the "New Maritime Plan" to support Chinese suppliers in stabilizing core markets and expanding into emerging markets, with traffic growth of 35% year-on-year [5] - Emerging markets have seen significant growth: Middle East up 45%, South America up 43%, Europe up 41%, South Asia and Africa up 39% and 35% respectively [5] Group 2: Logistics and Infrastructure - Nanjing's Dragon Port has completed 2.0655 million TEUs from January to July, a 7.1% increase year-on-year, with foreign trade container volume up 6.48% [9] - The port has launched a direct shipping route to Europe, significantly reducing transport time and costs by shortening the journey by approximately 3,200 nautical miles compared to traditional routes [9] - The port's multi-modal transport system facilitates smooth logistics for enterprises [9] Group 3: Cross-Border E-commerce Development - Nanjing has established a cross-border e-commerce industrial park in the comprehensive bonded zone, attracting numerous cross-border e-commerce enterprises [11] - The "same package, same vehicle" model for bonded goods and domestic products has been successfully implemented, enhancing efficiency and reducing costs for businesses [12] - The city aims to enhance its industrial cluster capabilities and support the development of cross-border e-commerce parks and innovation bases [16] Group 4: Industry Strengthening - Sumeida has reported significant growth in exports to countries involved in the Belt and Road Initiative, with a focus on building a digital-driven international supply chain [13] - Nanjing is exploring the "cross-border e-commerce + industrial belt" model to strengthen local industries and support traditional foreign trade enterprises in transitioning to cross-border e-commerce [15] - The city has over 5,000 foreign trade enterprises utilizing platforms like Alibaba International Station and Amazon for cross-border e-commerce [15]

Core Insights - Nanjing's cross-border e-commerce has shown significant growth, with a 21.6% year-on-year increase in import and export volume from January to July this year, driven by digital platforms and logistics networks [2][4][6]. Group 1: Cross-Border E-Commerce Growth - The China Manufacturing Network has facilitated efficient matching services for Chinese manufacturers and global buyers, enhancing the international market reach of Chinese products [4][6]. - The platform has over 52 million enterprise users and 99 million product listings, with annual visits exceeding 3.04 billion [6]. - The "New Maritime Plan" was launched to support Chinese suppliers in stabilizing core markets and expanding into emerging markets, with significant growth in regions like the Middle East (45%) and South America (43%) [6][14]. Group 2: Logistics and Infrastructure - Nanjing's Dragon Port has become a crucial hub for container shipping, completing 2.0655 million TEUs from January to July, a 7.1% increase year-on-year [10]. - The port has opened a new direct shipping route to Europe, significantly reducing transportation time and costs compared to traditional routes [10]. - The Nanjing Comprehensive Bonded Zone has attracted numerous cross-border e-commerce companies, enhancing the efficiency of customs and logistics operations [11]. Group 3: Industry Collaboration and Innovation - Companies like Sumida are leveraging the "cross-border e-commerce + industrial belt" model to enhance their international competitiveness, with significant growth in exports to countries involved in the Belt and Road Initiative [12][14]. - Nanjing is fostering a collaborative ecosystem for cross-border e-commerce, with over 5,000 foreign trade enterprises utilizing platforms like Alibaba and Amazon [14][15]. - The city plans to enhance its industrial cluster capabilities and support the development of specialized cross-border e-commerce parks and innovation incubators [15].

Group 1 - The company, Sumida (600710), has recently won bids for two environmental engineering projects [1] - The projects include the procurement and installation of process equipment and automatic control systems for the Jinhua Second Wastewater Treatment Plant [1] - Additionally, the company is involved in the procurement of certain equipment for the Xiangshan Yiqiao Water Source Pump Station in Hangzhou [1]

Market Overview - The trade sector experienced a decline of 0.31% compared to the previous trading day, with Suhao Fashion leading the drop [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Stock Performance - Notable gainers included: - Xunruide (002072) with a closing price of 8.05, up 3.07% on a trading volume of 79,400 shares and a turnover of 63.57 million yuan [1] - Shisuo Huihong (600981) closed at 3.18, up 2.25% with a trading volume of 364,700 shares and a turnover of 116 million yuan [1] - Notable decliners included: - Yiatong (002183) closed at 4.82, down 1.03% with a trading volume of 743,100 shares and a turnover of 359 million yuan [2] - Jiangsu Guotai (002091) closed at 68.8, down 2.20% with a trading volume of 627,800 shares and a turnover of 556 million yuan [2] Capital Flow Analysis - The trade sector saw a net outflow of 34.30 million yuan from institutional investors, while retail investors experienced a net outflow of 18.67 million yuan [2] - Conversely, speculative funds recorded a net inflow of 52.97 million yuan [2] Individual Stock Capital Flow - Yiatong (002183) had a net inflow from institutional investors of 8.12 million yuan, while retail investors saw a net outflow of 11.61 million yuan [3] - Suhao Huihong (600981) experienced a net inflow of 1.77 million yuan from institutional investors, with retail investors seeing a net outflow of 0.15 million yuan [3] - Nanjing Shanglv (600250) had a net outflow of 4.35 million yuan from institutional investors, while retail investors had a net inflow of 4.61 million yuan [3]

苏美达股份有限公司 2025 年第二次临时股东大会 2025 年第二次临时股东大会议案清单 目 录 | 议案一：关于修订《公司章程》的议案 1 | | --- | | 议案二：关于修订《董事会议事规则》的议案 16 | | 议案三：关于修订《股东会议事规则》的议案 19 | | 议案四：关于修订《独立董事工作制度》的议案 25 | | 议案五：关于修订《募集资金管理制度》的议案 26 | | 议案六：关于修订《关联交易管理制度》的议案 31 | | 附件： | | 公司章程 33 | | 董事会议事规则 103 | | 股东会议事规则 114 | | 独立董事工作制度 130 | | 募集资金管理制度 145 | | 关联交易管理制度 160 | 会议材料 2025 年 9 月 2025 年第二次临时股东大会议程 时 间：2025 年 9 月 15 日 15 点 00 分 地 点：南京市长江路 198 号苏美达大厦会议室 议 程： 一、主持人宣布会议开幕 二、相关人员介绍议案，与会股东审议 三、推举本次会议监票人、计票人 四、会议工作人员向与会股东及代理人发放现场表决票 五、与会股东及代理人现场投票表决 六、 ...

Core Viewpoint - China National Machinery Industry Corporation (Sinomach) aims to enhance the investment value of its listed companies and strengthen investor returns as a long-term commitment, focusing on effective market value management tools to create a cluster of leading companies with strong core competitiveness [1][2]. Group 1: Strategic Focus Areas - Sinomach will concentrate on five key areas: improving the quality of listed companies, enhancing capital operations, increasing reform efforts, ensuring standardized operations, and actively returning value to investors [1][2]. - The group plans to gather high-quality resources towards its listed companies and support them in capital operations that enhance investment value [1][2]. Group 2: Market Value Management - Sinomach currently controls 11 listed companies, with a total market value increase of 17.5% as of June 2025 compared to the end of 2022, surpassing the growth of relevant indices [2][3]. - The group has established a value management mechanism that integrates market value management into the performance assessment of company leaders, reinforcing positive incentives [2][3]. Group 3: Company-Specific Initiatives - China Electric Power Research Institute reported a share increase of 6.57 million shares, representing 1.62% of its total shares, with a total investment exceeding 140 million yuan, while maintaining a cash dividend ratio above 42% since its listing [3][4]. - China National Heavy Duty Truck Group is focusing on strategic emerging industries and future industries, particularly in high-end equipment manufacturing and new materials [4][5]. - Sinomach Precision Engineering is targeting future potential businesses in the bearing sector, particularly for commercial aerospace and humanoid robots, aiming to create new profit growth points within 3-5 years [5][6]. Group 4: Financial Performance and Shareholder Returns - Sinomach Automotive has implemented a mid-term dividend plan, ensuring that cash distributions will not be less than 35% of net profit attributable to shareholders from 2025 to 2027 [6]. - YTO Group has distributed a total of 1.473 billion yuan in dividends since its A-share listing, with a planned dividend of 337 million yuan for 2024 [6].

Group 1 - The State-owned Assets Supervision and Administration Commission (SASAC) emphasizes the need for central enterprises to initiate a "second curve" of growth, focusing on strategic emerging industries and future industries [1] - China Machinery Group (Sinomach) is accelerating efforts in high-end equipment manufacturing, new materials, new energy, and energy conservation and environmental protection as part of its growth strategy [1] - Sinomach Heavy Industry plans to integrate the development of strategic emerging industries with its 14th Five-Year Plan to enhance revenue from these sectors [1] Group 2 - Sinomach Precision Engineering is focusing on high-value products in the bearing sector to support China's commercial aerospace development and humanoid robotics [2] - The company aims to enter the diamond functional application era, optimizing diamond-copper composite materials and breaking through large-size optical-grade diamond products [2] - Products such as commercial aerospace bearings and diamond heat sinks are expected to become significant profit growth points within 3-5 years [2] Group 3 - China Electric Research is developing high-potential new products in various fields, including smart home appliances, new energy, and medical devices [3] - The company has created an integrated service for national quality infrastructure (NQI) in the new energy sector, covering standards, measurement, inspection, and certification [3] - New products in electrical equipment and environmental coatings have gained recognition from industry leaders and are becoming part of the company's second growth curve [3] Group 4 - Sumec is exploring external growth through mergers and acquisitions, with plans to acquire A-share listed company Blue Science High-Tech [4] - The acquisition aims to enhance Sumec's capabilities in the new energy and chemical equipment sectors, contributing to its second growth curve [4] - The completion of this acquisition will position Sumec as one of the few companies with an "A+A" structure, reinforcing its collaborative development capabilities [4]

Market Performance - The trade sector increased by 0.91% on September 5, with Kerryde leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Performance - Notable gainers included: - Xunruide (002072) with a closing price of 7.68, up 6.22% and a trading volume of 113,100 shares [1] - Jiangsu Guotai (002091) closed at 8.49, up 4.04% with a trading volume of 687,700 shares [1] - Yiatong (002183) closed at 4.84, up 1.47% with a trading volume of 873,000 shares [1] Capital Flow - The trade sector saw a net inflow of 18.62 million yuan from main funds, while retail investors experienced a net outflow of 66.05 million yuan [2][3] - Jiangsu Guotai (002091) had a significant net inflow of 69.46 million yuan from main funds, but a net outflow of 77.59 million yuan from retail investors [3] Individual Stock Analysis - Kerryde (002072) had a net inflow of 6.28 million yuan from main funds, but also saw a net outflow of 9.27 million yuan from retail investors [3] - Su Meida (600710) experienced a net inflow of 2.93 million yuan from main funds, while retail investors had a net outflow of 12.73 million yuan [3]