证券代码：600835 、900925 证券简称：上海机电、机电 B 股 公告编号：2025-027 上海机电股份有限公司 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 | 1、出席会议的股东和代理人人数 | 691 | | --- | --- | | 其中：A 股股东人数 | 615 | | 境内上市外资股股东人数（B 股） | 76 | | 2、出席会议的股东所持有表决权的股份总数（股） | 537,912,967 | | 其中：A 股股东持有股份总数 | 512,879,198 | | 境内上市外资股股东持有股份总数(B 股) | 25,033,769 | | 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 | | | 份总数的比例（%） | 52.5953 | | 其中：A 股股东持股占股份总数的比例（%） | 50.1476 | | 境内上市外资股股东持股占股份总数的比例（%） | 2.4477 | ( ...

上海市锦天城律师事务所 关于上海机电股份有限公司 2025 年第二次临时股东大会之 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海机电股份有限公司 2025 年 8 月 21 日，公司召开第十一届董事会第十四次会议，审议通过了关 于召开本次股东大会的议案，本次股东大会由公司董事会负责召集。 1 上海市锦天城律师事务所 法律意见书 2025 年第二次临时股东大会之 法律意见书 致：上海机电股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海机电股份有限公司 （以下简称"公司"或"上海机电"）的委托，就公司召开 2025 年第二次临时 股东大会（以下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公 司法》（以下简称"《公司法》"）《中华人民共和国证券法》（以下简称"《证 券法》"）《上市公司股东会规则》等相关法律、法规和规范性文件以及《上海 机电股份有限公司章程》（以下简称"《公司章程》"）等内部规章制度的有 ...

本公司第十一届董事会第十五次会议的会议通知以书面形式在 2025 年 9 月 5 日送达董事，会议于 2025 年 9 月 12 日在上海东怡大酒店会议室召开，公司董 事应到 9 人，实到 9 人，董事长庄华先生主持会议，符合有关法律、法规、规章 和公司章程的规定。有关人员列席了会议。会议审议并通过如下决议： 1、因工作变动原因，郭莉苹女士不再担任公司董事会秘书、财务总监； 上海机电股份有限公司第十一届董事会 第十五次会议决议公告 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。 证券代码：600835(A) 900925(B) 股票简称：上海机电 机电 B 股 编号：临 2025-028 本议案表决结果：参与表决的董事 9 名，同意 9 票；反对 0 票；弃权 0 票。 上述第 1、第 2、第 3 项议案已经公司董事会审计委员会、提名委员会审议 通过。 特此公告 上海机电股份有限公司董事会 二○二五年九月十三日 期限自董事会审议通过之日起至公司董事会聘任新的董事会秘书之日止，公 司将按照相关规定，尽快完成董事会秘书的聘任工作。 ...

Core Viewpoint - Shanghai Mechanical and Electrical Co., Ltd. has approved the public transfer of 67% equity in Shanghai Simic Welding Materials Co., Ltd. as part of its strategic adjustment to exit the high-pollution and high-energy-consuming welding materials industry [1] Group 1 - The board meeting approved the transfer of 67% equity in Simic Welding Materials, with an estimated value of RMB 29,120.17 million based on the valuation of RMB 43,462.94 million for 100% equity as of June 30, 2025 [1] - The production site of Simic Welding Materials was acquired by the government in 2024, making it no longer viable for continued operations [1] - The company is shifting its strategic focus away from the non-ferrous welding materials industry due to its high pollution and energy consumption [1]

Group 1 - The company announced the resignation of its board secretary and CFO, Guo Liping, due to job relocation, and she will no longer hold any position in the company after her resignation [1] - The board appointed Chen Ming as the new CFO, with a term starting from the date of board approval until the current senior management's term ends [1] - The board also agreed to have Chen Ming temporarily perform the duties of the board secretary until a new board secretary is appointed [1]

Core Viewpoint - The company plans to publicly transfer 67% of its stake in Shanghai Simic Welding Materials Co., Ltd. for a price of 291.2017 million yuan, marking its exit from the non-ferrous welding materials industry due to strategic adjustments and the cessation of production capabilities at the site [1] Group 1 - The company is transferring its stake in Shanghai Simic Welding Materials Co., Ltd. through the Shanghai United Assets and Equity Exchange [1] - The transfer price is set at 29,120.17 million yuan [1] - The production site of Simic Welding Materials has been requisitioned by the government in 2024, eliminating the conditions for continued operations [1] Group 2 - The company is shifting its strategic focus away from high-pollution and high-energy-consuming welding materials [1] - This transaction does not constitute a major asset restructuring or a related party transaction [1]

Group 1 - The company, Tianyong Intelligent (603895.SH), has received a bid notification from Shanghai Mechanical and Electrical Equipment Bidding Co., Ltd. for the engine assembly line of the Shanghai Automotive Group GS6 Phase IV renovation project [1] - The company has been confirmed as the winning bidder for the project, with a bid amount of 20.3 million yuan (including tax) [1] - The formal contract signing and successful implementation of the project are expected to have a positive impact on the company's operating performance in the future, although it will not affect the company's operational independence [1]

Group 1 - Shanghai Mechanical and Electrical Co., Ltd. experienced a stock price increase of 5.38% on September 5, reaching 26.26 CNY per share, with a trading volume of 526 million CNY and a turnover rate of 2.55%, resulting in a total market capitalization of 26.857 billion CNY [1] - The company, established on February 24, 1994, specializes in the manufacturing of integrated electromechanical equipment, including elevators, printing and packaging machinery, and hydraulic and pneumatic products. The revenue composition is as follows: elevator business 93.31%, other (supplementary) 1.75%, printing and packaging business 1.59%, energy engineering business 1.24%, hydraulic machinery business 1.24%, and others 0.87% [1] Group 2 - Citic Securities Investment Fund has a significant holding in Shanghai Mechanical and Electrical, with the Citic Securities Quality Selection Growth Mixed Fund A (019760) holding 8,300 shares, accounting for 1.11% of the fund's net value, ranking as the seventh largest holding. The estimated floating profit for today is approximately 11,100 CNY [2] - The Citic Securities Quality Selection Growth Mixed Fund A was established on December 1, 2023, with a latest scale of 15.718 million CNY. Year-to-date returns are 14.42%, ranking 4,194 out of 8,178 in its category; one-year returns are 25.01%, ranking 4,894 out of 7,978; and since inception returns are 22.35% [2]

Company Overview - Shanghai Mechanical and Electrical Co., Ltd. is holding its second extraordinary general meeting of shareholders in 2025 to discuss various proposals [1][3]. Profit Distribution Proposal - The company proposes a cash dividend distribution for the first half of 2025, offering a cash dividend of RMB 2.00 per 10 shares (including tax) to all shareholders based on the total share capital on the equity distribution registration date [2]. Amendments to Company Articles - The company plans to amend certain provisions of its articles of association, including the abolition of the supervisory board, with its powers being transferred to the audit committee of the board of directors [3][4]. - The amendments will remove references to "supervisors" and "supervisory board" from the articles, and the revised articles will take effect immediately upon approval [3][4]. Shareholder Meeting Procedures - The meeting will follow specific procedures for shareholder participation, including a limit of ten speakers, with each allowed to speak twice for a maximum of three minutes each [2]. - Resolutions require more than half of the voting rights held by attending shareholders for ordinary decisions and two-thirds for special resolutions [2]. Rights and Obligations of Shareholders - Shareholders have the right to request, convene, and participate in meetings, supervise company operations, and access company documents [16][17]. - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [23][24]. Governance and Compliance - The company emphasizes compliance with the Company Law, Securities Law, and relevant regulations in its governance practices [3][4]. - The board of directors is responsible for ensuring the company operates within legal frameworks and maintains shareholder rights [19][21].

Core Viewpoint - The A-share market has shown strong performance, leading to significant revenue and profit growth for listed securities firms in the first half of the year, primarily driven by proprietary trading income. Group 1: Financial Performance - In the first half of the year, 42 listed securities firms achieved a total operating income of 251.87 billion yuan and a net profit of 104.02 billion yuan, representing year-on-year growth of 11.37% and 65.08% respectively [1] - Proprietary trading contributed significantly, with total proprietary income reaching 112.35 billion yuan, a year-on-year increase of 53.53%, accounting for over 40% of total revenue [1][2] - Among these firms, CITIC Securities was the only one to exceed 10 billion yuan in proprietary income, achieving 19.05 billion yuan, which constituted approximately 57% of its total revenue [2] Group 2: Major Shareholdings - As of the end of June, the top three heavily held stocks by securities firms were Jiangsu Bank, Yong'an Futures, and CITIC Construction Investment, with holdings of 923 million shares, 439 million shares, and 383 million shares respectively [5] - The market value of these holdings was approximately 11.03 billion yuan for Jiangsu Bank, 6.51 billion yuan for Yong'an Futures, and 9.21 billion yuan for CITIC Construction Investment [5] - Other notable stocks included Sinopec, Shanghai Laishi, and Yuheng Pharmaceutical, with significant holdings by various securities firms [5] Group 3: Changes in Holdings - In the second quarter, securities firms significantly increased their positions in stocks such as Sichuan Chengyu, Hongchuang Holdings, and Yuntianhua, with increases of 9.89 million shares, 5.76 million shares, and 5 million shares respectively [6] - Conversely, stocks like Huangshi Group, Shanghai Mechanical, and Northeast Securities saw substantial reductions in holdings, with Huangshi Group experiencing a decrease of over 14 million shares [7][8] - Regulatory issues led to a sharp decline in holdings for certain stocks, with securities firms reducing their positions in Huangshi Group following investigations and penalties [8][9]